TCR_Public/061208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, December 8, 2006, Vol. 10, No. 292

                             Headlines

AFFINITY TECH: Reports Results of Patent Infringement Litigation
AGILENT TECHNOLOGIES: Strategic Actions Cue S&P's Positive Watch
ALLIED PROPERTIES: Judge Isgur Approves Houston Property Sale
ALLIS-CHALMERS: Extends Exchange Offer Expiration to December 29
AMERICAN ACHIEVEMENT: Earns $11.3 Million in Fiscal Year 2006

ANVIL KNITWEAR: Files Schedules of Assets and Liabilities
ANVIL KNITWEAR: U.S. Trustee Amends Official Committee Composition
BIOVAIL CORP: Drops U.S. Sales Force; Discloses Strategic Plans
BRESNAN BROADBAND: Good Performance Cues S&P's Positive Outlook
BRIGHAM EXPLORATION: S&P Junks Rating on $125 Million Senior Notes

BUNGE LIMITED: Moody's Rates New $690 Million Stock Issue at Ba1
CASCADES INC: Moody's Reviews Ratings and May Downgrade
CB RICHARD: Completes 9-3/4% Senior Notes Tender Offer
CEP HOLDINGS: Committee Hires Grant Thornton as Financial Advisor
CMS ENERGY: PwC Replaces Ernst & Young as Independent Accountants

COMPLETE RETREATS: Ultimate Resort Increases Bid to $100 Million
COMPLETE RETREATS: U.S. Trustee Supports Panel's Fairfax Retention
CUNNINGHAM LINDSEY: DBRS Junks Senior Unsecured Debt's Rating
DELPHI CORPORATION: Judge Drain Approves SEC Settlement Agreement
DELPHI CORPORATION: Wants to Amend Fee Structure for Rothschild

DELPHI CORP: Orix Vacates Opposition to Lease Decision Extension
DURA AUTOMOTIVE: Court Gives Final Nod on Vendor Claims Payment
ELECTRONIC DATA: Promotes Ron Rittenmeyer to President
EMAGIN CORP: Posts $3.7 Million Net Loss in 2006 Third Quarter
ENRON CORPORATION: Wants Defendants' Interlocutory Appeal Denied

ENRON CORP: UC Inks Settlement Pacts with Andersen and Kirkland
ENTERGY NEW ORLEANS: Panel Wants Exclusivity Periods Terminated
ENTERGY NEW ORLEANS: Sells Market Street Asset for $10 Million
FAIRFAX FINANCIAL: Improved Liquidity Cues Moody's Stable Outlook
FALCON AIR: Sells 100% Shares to Icon International for $4.2 Mil.

FLOWSERVE CORP: Opens New Quick Response Center in Germany
FOAMEX INTERNATIONAL: Names Stephen Markert as Interim CFO
FOAMEX INTERNATIONAL: Court OKs Cure Amount Determination Protocol
FOAMEX LP: Moody's Junks Rating on $190 Mil. 2nd Lien Senior Loan
FOAMEX LP: S&P Junks Rating on $175 Mil. Senior Secured Facility

FREESCALE SEMICON: S&P Pares Corp. Credit Rating to BB- from BB+
GE CAPITAL: Consistent Losses Prompt Fitch's Junk Ratings
GEOKINETICS INC: Moody's Rates $100 Mil. Senior Sec. Notes at B3
GEOKINETICS INC: S&P Junks Rating on $175 Million Senior Facility
GLOBAL POWER: Closes $85 Million DIP Financing Credit Facility

GSMPS' MORTGAGE: Fitch Holds Low-B Ratings on Three Certificates
GTSI CORP: Nasdaq Sets January 9 as Financials Filing Deadline
GUESS? INC: Improved Performance Cues S&P's to Lift Rating to BB
GULFMARK OFFSHORE: Sells 2 Million Shares to Jefferies & Company
HARD ROCK: Las Vegas Hotel Sale Cues S&P to Hold Developing Watch

HARTCOURT COS: Restates 2005 Quarter Ended August 31 Financials
HOLYOKE HOSPITAL: Fitch Holds BB+ Rating on $11.4 Million Bonds
INLAND FIBER: Court Extends Removal Period to January 15
INTELSAT LTD: Sept. 30 Balance Sheet Upside-Down by $494.6 Million
INTERSTATE BAKERIES: Wants Board Affirmed; Brencourt Suit Enjoined

INTERSTATE BAKERIES: Says Brencourt Suit Threatens Reorganization
JP MORGAN: S&P Assigns Low-B Ratings on $79 Million Certificates
K-TEL INT'L: Sept. 30 Balance Sheet Upside-Down by $12.3 Million
LIBERTY MEDIA: Intends to Swap News Corp. Stake with DirectTV
MASTR: Weaker-Than-Expected Performance Cues S&P's Negative Watch

MAYFLOWER NATIONAL: A.M. Best Places B (Fair) Rating Under Review
MERIDIAN AUTOMOTIVE: Judge Walrath Confirms Fourth Amended Plan
MERIDIAN AUTOMOTIVE: Files Revised Fourth Amended Chapter 11 Plan
MOSAIC COMPANY: Fitch Affirms BB- Issuer Default Rating
NEWMARKET CORP: S&P Rates New $150 Million Senior Notes at BB

NORAMPAC INC: Moody's Places Low-B Ratings Under Review
NVIDIA CORP: Delayed Form 10-Q Filing Cues S&P to Remove Watch
OMNI INSURANCE: A.M. Best Removes Rating from Review & Downgrades
ORAGENICS INC: Incurs $559,160 Net Loss in Quarter Ended Sept. 30
PACER HEALTH: Earns $4.3 Million in 2006 Third Quarter

PLATFORM LEARNING: Excl. Plan-Filing Period Intact Until Dec. 31
PLATFORM LEARNING: Judge Drain Approves $4.8MM DIP Loan Facility
PRC LLC: S&P Rates Proposed $150 Mil. First-Lien Facilities at BB-
PURADYN FILTER: Sept. 30 Balance Sheet Upside-Down by $5.2 Million
RAPID PAYROLL: Disclosure Statement Hearing Slated for December 13

REFCO INC: Ch. 11 Trustee Wants RCM's Case Converted to Chapter 7
REFCO INC: BDO Stoy Appointed as Refco Trading's Liquidator
REVLON CONSUMER: S&P Junks Rating on New $840 Million Senior Debt
RFMSI: S&P Junks Rating on Class B-2 Debt and Removes Neg. Watch
SAXON CAPITAL: Moody's Lifts Senior Unsecured Debt's Rating

SEA CONTAINERS: GNER's UK East Coast Operation Franchise Ceased
SENIOR HOUSING: Stable Performance Prompts S&P to Hold BB+ Rating
SPECTRUM BRANDS: Fourth Quarter Net Loss Increases to $439.4 Mil.
SURGILIGHT INC: Posts $291,259 Net Loss in 2006 Third Quarter
TALLAGIUM CORP: Declares $1.2165 Dividend on Class B Shares

TEEKAY SHIPPING: Subsidiary Registers 7 Million Common Units
THERMOVIEW INDUSTRIES: Chap. 7 Trustee Wants Middleton as Counsel
TIG CAPITAL: Moody's Revises Outlook on Preferred Stock to Stable
ULTIMATE VENTURES: Cameron Kuipers Barred From Trading Securities
UNITED AMERICAN: Sept. 30 Balance Sheet Upside-Down by $520,945

UTILITY CRAFT: Wants Plan-Filing Period Stretched to March 17
UTILITY CRAFT: Court Terminates Access to HPB's Cash Collateral
VERIDICOM INT'L: Sept. 30 Balance Sheet Upside-Down by $5.6 Mil.
WINDSWEPT ENVIRONMENTAL: Earns $14.1 Mil. in Fiscal 2007 1st Qtr.
WINN-DIXIE: Post-Emergence Administrative Bar Date is January 5

XACT AID: Earns $168,842 in First Fiscal Quarter Ended Sept. 30

* Turnaround Expert Solsvig Joins AlixPartners' New York Office

* BOOK REVIEW: A Treatise on the Right of Property in Tide Waters

                             *********


AFFINITY TECH: Reports Results of Patent Infringement Litigation
----------------------------------------------------------------
Affinity Technology Group, Inc., disclosed results of its Markman
hearing related to its patent infringement lawsuits against
Ameritrade, Federated Department Stores and HSBC, formerly
Household International.  The Markman hearing was held by the
trial judge for purposes of interpreting the scope of the claims
of the company's patents.

The Court construed the meaning of numerous claim terms, which
bear on the scope of the patents.  Almost all of the terms were
construed in a manner the company believes are favorable; however,
the trial judge construed a few claim terms, most notably those
related to the term "remote interface" as claimed in the Company's
second loan processing patent (U.S. Patent No. 5,940,811 C1) and
its financial account patent (U.S. Patent No. 6,105,007 C1), in a
manner unacceptable to the company.  In these patents, the Court
construed "remote interface" to mean computer equipment, including
personal computer equipment, that is not owned by a consumer.  The
Court applied no such limitation in construing the term "remote
interface" under the company's first loan processing patent (U.S.
Patent No. 5,870,721 C1).  The company is currently evaluating
additional actions to obtain a favorable construction of the
unfavorably construed terms.

"The trial judge interpreted most terms under consideration in a
manner acceptable to the Company, including confirmation that the
communications network embodied in the Company's patents included
the Internet," Joe Boyle, Chairman, President and Chief Executive
Officer of Affinity, stated.  "However, the trial judge
interpreted the term 'remote interface' as claimed in our second
loan processing patent and our financial account patent to exclude
personal computers 'owned by consumers.'  This limitation was not
applied to our first loan-processing patent, and we believe that
the interpretation applied to this patent should be applied to our
other patents.  We are evaluating our post-hearing alternatives to
further pursue this matter, which may include an appeal to the
Federal Circuit Court of Appeals."

                     About Affinity Technology

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. (OTCBB:AFFI) -- http://www.affi.net/-- owns a
portfolio of patents  that covers the automated processing and
establishment of loans, financial accounts and credit accounts
through an applicant-directed remote interface, such as a personal
computer or terminal touch screen.  Affinity's patent portfolio
includes U. S. Patent No. 5,870,721C1, No. 5,940,811, and No.
6,105,007.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $2,633,909, as compared to a deficit of
$2,048,371 at Dec. 31, 2005.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2006,
Scott McElveen, L.L.P., expressed substantial doubt about Affinity
Technology Group, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses, accumulated deficit, and default on
certain convertible.


AGILENT TECHNOLOGIES: Strategic Actions Cue S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Palo Alto, California-based Agilent Technologies
Inc. on CreditWatch with positive implications.

"The CreditWatch action was taken following the recent completion
of various strategic actions, which have resulted in the
transformation of Agilent into a pure-play measurement company,"
said Standard & Poor's credit analyst Ben Bubeck.

Over the past five quarters, Agilent has divested its
semiconductor products group, sold its stake in the Lumileds joint
venture, and most recently, spun off Verigy Ltd., which
constituted portions of its automated test business.  Proceeds
from these actions were used to call a $1.1 billion convertible
note and largely funded $4.5 billion of share repurchases.

Agilent has also taken cost containment actions including
headcount reductions and consolidation of various sites, targeted
at building the cost structure around the remaining business.

Agilent's remaining measurement business segments, bio-analytical
measurement and electronic measurement, posted total revenues of
nearly $5 billion during fiscal 2006, ended October, representing
a leading market position in the test and measurement industry.

Standard & Poor's expect that Agilent's business risk profile will
benefit from the lower volatility of these remaining segments.  As
of Oct. 31, 2006, Agilent's funded debt was limited to $1.5
billion, which is offset by $1.6 billion of restricted
investments.  Net cash balances were about $2.3 billion.
     
Resolution of the CreditWatch listing will consider the
improvement to Agilent's business profile, while taking into
consideration management's financial policies and growth strategy.


ALLIED PROPERTIES: Judge Isgur Approves Houston Property Sale
-------------------------------------------------------------
Randy W. Williams, the Chapter 7 Trustee appointed in Allied
Properties LLC's bankruptcy case, obtained authority from the
Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas to sell substantially all the Debtor's
assets free from all encumbrances and other interests.

Judge Isgur also approved corresponding bidding procedures.

The Debtor owns real property known as the Galleria Corridors I
and II located at 5821 and 5851 Southwest Freeway in Houston,
Texas.

Allison D. Byman, Esq., at Thompson & Knight LLP relates that the
Trustee had sought financing to continue the operations of the
Property.  PIM Black Mountain Domestic Venture I LLC, the Debtor's
prepetition secured lender, advanced funds on an emergency basis
to avoid termination of the Property's utility services.  Black
Mountain had also agreed to provide debtor-in-possession financing
of up to $150,000 to the Trustee, subject to Court approval.

Ms. Byman tells the Court that, at the time of the Trustee's
appointment, there were no funds available in order to operate the
Property.  Consequently, the Trustee had determined that borrowing
funds to keep up with and improve the property's operations would
not generate any additional benefit to the Debtor's Chapter 7
estate, Ms. Byman said.

In order to maximize distribution to creditors, the Trustee
instituted the Court-approved bidding procedures.  A copy of the
approved bidding procedures is available for free at:

              http://researcharchives.com/t/s?167d

Ms. Byman explains that if the Property is sold to a third party,
as opposed to Black Mountain, the sale will be free and clear of
all encumbrances pursuant to Sections 363(b)(e)(f) and (m) of the
U.S. Bankruptcy Code.  The proceeds of the sale will be used as:

   1) payment for customary closing costs;

   2) payment for real estate taxes;

   3) commission for the Trustee;

   4) reserve for the Trustee's professional fees up to $70,000;

   5) repayment of the Black Mountain DIP Financing;

   6) repayment of the Black Mountain non-debtor in possession
      advances to the Chapter 7 estate;

   7) $9,500,000 in proceeds to Black Mountain in partial
      satisfaction of its prepetition secured claims against the
      Property;

   8) $250,000 in proceeds to be retained by the Trustee for
      distribution to creditors of the Chapter 7 Estate;

   9) payment of any unpaid amount owing to Black Mountain on
      account of its prepetition secured claim against the
      Property; and

  10) residual amounts to the Debtor.

Headquartered in Houston, Texas, Allied Properties, LLC, is a real
estate developer.  The company filed for chapter 11 protection on
August 1, 2006 (Bankr. S.D. Tex. Case No. 06-33754).  Leonard H.
Simon, Esq., at Pendergaft & Simon, LLP, represented the Debtor.
No Official Committee of Unsecured Creditors has been appointed in
this case.  In its schedules of assets and liabilities, it listed
$24,000,072 in assets and $16,424,907 in debts.  The Honorable
Marvin Isgur converted the Debtor's bankruptcy case into a Chapter
7 liquidation proceeding on Oct. 13, 2006.  Randy W. Williams was
appointed as the Debtor's Chapter 7 Trustee.  Thompson Knight LLP
represents the Chapter 7 Trustee.


ALLIS-CHALMERS: Extends Exchange Offer Expiration to December 29
----------------------------------------------------------------
Allis-Chalmers Energy Inc. extended the expiration of the exchange
offer relating to its 9% Senior Notes due 2014 to 5:00 p.m. (New
York City time) on Dec. 29, 2006.

The extension is made pending dissemination of financial
information relating to the company's recently completed
acquisition of Petro-Rentals, Incorporated and its pending
acquisition of substantially all of the assets of Oil & Gas Rental
Services, Inc.

The exchange offer is being made solely by Allis-Chalmers'
prospectus with respect to the exchange offer and the related
letter of transmittal.

Copies of the prospectus and letter of transmittal may be obtained
from the exchange at:

           By Registered or Certified Mail:
           Wells Fargo Bank, N.A.
           MAC N9303-121
           P.O. Box 1517
           Minneapolis, MN 55480-1517
           Attn: Corporate Trust Operations

           By Regular Mail/ Hand/ Overnight Delivery:
           Wells Fargo Bank, N.A.
           Sixth and Marquette
           MAC N9303-121
           Minneapolis, MN 55479
           Attn: Corporate Trust Operations

Based in Houston, Texas, Allis-Chalmers Energy Inc. (AMEX: ALY)
-- http://www.alchenergy.com/-- provides oilfield services and  
equipment to the oil and gas exploration and development companies
primarily in Texas, Louisiana, New Mexico, Colorado, and Oklahoma;
offshore in the United States Gulf of Mexico; and offshore and
onshore in Mexico.  The company offers directional drilling,
compressed air drilling, casing and tubing, rental tools, and
production services.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Moody's Investors Service confirmed Allis-Chalmers Energy Inc.'s
B3 Corporate Family Rating and B3 rating on the company's 9%
Senior Unsecured Guaranteed Global Notes Due 2014.


AMERICAN ACHIEVEMENT: Earns $11.3 Million in Fiscal Year 2006
-------------------------------------------------------------
American Achievement Corp. reported $11.3 million of net income on
$320.9 million of sales for the fiscal year ended Aug. 26, 2006,
compared with a $6.7 million net income on $313.8 million of sales
for the fiscal year ended Aug. 27, 2005.

The increase in net income is primarily due to the $7.1 million
increase in net sales attributable to stronger sales of on-campus
class rings, graduation products and yearbooks.

At Aug. 26, 2006, the company's balance sheet showed
$498.5 million in total assets and $365 million in total
liabilities, resulting in a $133.5 million total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Aug. 26, 2006, are available
for free at http://researcharchives.com/t/s?1692

                  Liquidity and Capital Resources

Operating activities provided $29.3 million of cash during fiscal
year 2006, compared to $37.4 million during fiscal year 2005.  The
decline in cash provided by operating activities during fiscal
2006 was attributable to increased gold inventory, a decline in
customer deposits and other increased working capital
requirements, partially offset by improved earnings.

Capital expenditures in fiscal 2006 were $12.5 million compared to
$12.8 million in fiscal year 2005.  In both years, the majority of
capital expenditures were primarily attributable to purchases of
new printing presses and fully integrating digital technology
throughout the company's yearbook production process.

Net cash used in financing activities was $18.0 million for fiscal
2006 compared to net cash used of $23.6 million for fiscal 2005.
In fiscal 2006, cash was used to pay down $32.6 million of the
term loan.  This was partially offset by net revolver borrowings
of $9.3 million and a $7.0 million capital contribution from
Intermediate Holdings.

                     About American Achievement

Austin, Texas-based American Achievement Corporation
-- http://www.cbi-rings.com/-- is an indirect wholly owned  
operating subsidiary of AAC Group Holding Corp.  American
Achievement provides products associated with graduation and
important event commemoration, including class rings, yearbooks,
graduation products, achievement publications and affinity jewelry
through in-school and retail distribution.  American Achievement's  
brands include: Balfour and ArtCarved, providers of class rings
and graduation products; Educational Communications, Inc.,
publisher of Who's Who Among American High School Students(R);
Keepsake Fine Jewelry; and Taylor Publishing, publisher of
yearbooks.  AAC has 1,840 employees and is majority-owned by
Fenway Partners Capital Fund II, L.P.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Moody's Investors Service revised its probability-of-default
rating on American Achievement Corporation's $150 million senior
subordinated notes due 2012 from B2 to B1.  Moody's also assigned
an LGD3 rating on said notes.


ANVIL KNITWEAR: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Anvil Holdings Inc., Anvil Knitwear Inc., and Spectratex Inc.
delivered to the U.S. Bankruptcy Court for the Southern District
of New York in Manhattan their schedules of assets and
liabilities, disclosing:

                        Anvil Holdings Inc.
                        -------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property              Unknown
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $25,800,000
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                        $137,000,000
                                    -------        ------------
     Total                          Unknown        $162,800,000


                        Anvil Knitwear Inc.
                        -------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $9,884,531
  B. Personal Property          $76,597,455
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $25,806,926
  E. Creditors Holding
     Unsecured Priority Claims                         $182,520
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                        $139,443,893
                                -----------        ------------
     Total                      $86,481,986        $165,433,339
                                ===========        ============

                          Spectratex Inc.
                          ---------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $1,297,203
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $25,800,000
  E. Creditors Holding
     Unsecured Priority Claims                          $32,077
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                        $137,195,069
                                 ----------        ------------
     Total                       $1,297,203        $163,027,146
                                 ==========        ============

Full-text copies of their schedules of assets and liabilities are
available for free at:

   Anvil Holdings Inc.   http://ResearchArchives.com/t/s?168d
   Anvil Knitwear Inc.   http://ResearchArchives.com/t/s?168e
   Spectratex Inc.       http://ResearchArchives.com/t/s?168f

                          About Anvil Holdings

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through
06-12347).  Richard A. Stieglitz, Jr., Esq., Stephen J. Gordon,
Esq., and Joel H. Levitin, Esq., at Dechert LLP represent the
Debtors in their restructuring efforts.  Milbank, Tweed, Hadley &
McCloy LLP, represents the Official Committee of Unsecured
Creditors.  The Debtors' consolidated financial data as of July
29, 2006, showed total assets of $110,682,000 and total debts of
$244,586,000.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 30, 2007.


ANVIL KNITWEAR: U.S. Trustee Amends Official Committee Composition
------------------------------------------------------------------
Diana G. Adams, the acting U.S. Trustee for Region 2, amended the
list of creditors making up the Official Committee of Unsecured
Creditors in Anvil Knitwear Inc. and its debtor-affiliates'
chapter 11 cases.

Papers filed with the Court did not disclose the reasons for the
amendment.

The amended committee is now composed of:

   a. The Bank of New York
      101 Barclay Street
      New York, NY 10286
      Attn: Neill Schreyer
      Tel: (212) 815-5650

   b. Resolution Partners LLC
      909 Third Avenue, 30th Floor
      New York, NY 10022
      Attn: Sam Perlman
      Tel: (212) 350-1950

   c. LC Capital Master Fund Ltd.
      c/o Lampe, Conway & Co. LLC
      680 Fifth Avenue, Suite 1202
      New York, NY 10019-5429
      Attn: Richard Conway
      Tel: (212) 581-8989

   d. Cekal Specialties Inc.
      101 Brickyard Road
      Mount Holly, NC 28120
      Attn: Dallas D. Crotts, President
      Tel: (704) 822-6206

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through
06-12347).  Richard A. Stieglitz, Jr., Esq., Stephen J. Gordon,
Esq., and Joel H. Levitin, Esq., at Dechert LLP represent the
Debtors in their restructuring efforts.  Milbank, Tweed, Hadley &
McCloy LLP, represents the Official Committee of Unsecured
Creditors.  The Debtors' consolidated financial data as of July
29, 2006, showed total assets of $110,682,000 and total debts of
$244,586,000.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 30, 2007.


BIOVAIL CORP: Drops U.S. Sales Force; Discloses Strategic Plans
---------------------------------------------------------------
Biovail Corporation will no longer maintain a U.S.-based sales
organization, and that it intends to enter into supply-and-
distribution agreements with strategic partners to target
physicians groups in the United States.  As a result of this
decision, the company has enhanced the operational efficiency of
its business model.

In addition, the company said that it would drive business growth
through a targeted focus on a number of core research-and-
development programs.  These strategic initiatives are expected to
reduce operating costs and improve operating efficiencies.  
Biovail is effecting these changes following a comprehensive
review of all aspects of the company's business.

As part of the strategic review process, Biovail has decided that
it will leverage strategic partners to promote its products to
specialist physicians in the U.S., which is consistent with the
company's current approach to commercializing products in the U.S.
primary-care market.  As a result, the Biovail Pharmaceuticals,
Inc. specialty sales force and related support functions will be
eliminated.

Given these changes, BPI will cease co-promotional efforts for
Ultram(R) ER.  With respect to Zovirax(R), Biovail is in active
discussions with multiple potential partners to maintain
promotional support for the product line.  The company anticipates
an announcement with respect to these discussions in the near
term.

In addition, after a comprehensive analysis of each of Biovail's
corporate and functional areas, overhead and infrastructure costs
will be reduced to improve operating efficiencies, without
sacrificing effectiveness.

"The changes to our business model will improve our operating
efficiencies and margins, and will allow us to further focus on
our core competency - the development and large-scale manufacture
of novel medicines employing our drug-delivery technologies," said
Biovail Chief Executive Officer Dr. Douglas Squires.  "While
restructuring initiatives are never easy, Biovail strongly
believes that this 'back-to-basics' approach is consistent with
its heritage and commitment to maximize shareholder value."

In Canada, Biovail will maintain its direct-selling commercial
presence through Biovail Pharmaceuticals Canada, which has an
enviable track record of success in promoting products to health-
care practitioners across the country.  The relative size of the
Canadian market makes a direct-selling presence more feasible
within the company's current infrastructure.  The 100-member BPC
sales force currently promotes Tiazac(R) XC, Wellbutrin(R) XL,
Glumetza(TM) and the Lescol(R) franchise to Canadian physicians.  
Business development efforts to identify new products for BPC will
continue.

The cost-cutting measures are expected to result in restructuring
charges (primarily related to severance costs), the majority of
which will be booked in the fourth quarter of 2006.

              Focus on Research and Development

Biovail intends to materially increase its investment in research
and development over the next several years.  The company will
focus its efforts on three core segments:

   (1) enhanced formulations of existing products,

   (2) combination products incorporating different classes of
drugs, and

   (3) difficult-to-manufacture generic pharmaceuticals.

"Beginning with the launch of Tiazac(R) 10 years ago, Biovail's
growth has been driven by the successful application of our drug-
delivery technologies.  Since then, we've developed over 15
pharmaceutical products and have generated over $4.6 billion in
Biovail product revenues," said Eugene Melnyk, Biovail's Chairman.  
"Biovail's new strategy, which was unanimously approved by the
Board, is consistent with our heritage.  Going forward, we will
drive business growth through a renewed focus on internal
research-and-development efforts."

With respect to previously disclosed pipeline products, Biovail
remains in partnership discussions with several pharmaceutical
companies for commercialization rights.  Given the inherent
development risk with any pharmaceutical product, engaging
strategic partners earlier in the product-development cycle may
allow programs to be progressed in a more cost-effective manner,
while maximizing the available number of pipeline opportunities
and their potential for success.

Additionally, Biovail has amended its April 2002 agreement with
Ethypharm S.A. to now include the development of four undisclosed
products.  Among these are BVF-087 and BVF-065, which target large
markets in central nervous system disorders; BVF-239, a
cardiovascular product; and BVF-300, a product targeting the
gastrointestinal-disease market. In aggregate, these novel
formulations target brands with U.S. sales in excess of $9
billion, according to IMS Health.

                           About Biovail

Based in Ontario, Canada, Biovail Corp. (NYSE: BVF) (TSX: BVF) --
http://www.biovail.com/-- is a specialty pharmaceutical company,  
engaged in the formulation, clinical testing, registration,
manufacture and commercialization of pharmaceutical products
utilizing advanced drug-delivery technologies.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Moody's Investors Service revised Biovail Corporation's rating
outlook to stable from negative and affirmed Corporate Family
Rating's at Ba3, and Senior Subordinated Notes at B1.    
Additionally, Moody's assigned an LGD4 rating to those bonds,
suggesting noteholders will experience a 67% loss in the event of
a default.


BRESNAN BROADBAND: Good Performance Cues S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Purchase,
New York-based cable operator Bresnan Broadband Holdings LLC to
positive from stable.  At the same time, Standard & Poor's
affirmed its 'B+' corporate credit rating and all other ratings on
Bresnan.

Total debt outstanding as of Sept. 30, 2006, was approximately
$474 million.

"The outlook revision reflects the company's improved operating
and financial performance," said Standard & Poor's credit analyst
Allyn Arden.

During the third quarter of 2006, Bresnan delivered healthy
double-digit revenue and EBITDA growth year-over-year due to
increased penetration of high-speed data and telephony services.
This trend has been consistent with the last few quarters.

Additionally, the company has improved its EBITDA margin to over
30% from less than 30% at year-end 2005, although margins are
still below the industry average.

Standard & Poor's expects Bresnan to generate modest discretionary
cash flow in the second half of 2007 as a result of EBITDA growth.
     
The ratings on Bresnan continue to reflect a highly leveraged
financial profile, including debt to EBITDA in the 5x area; below-
industry average EBITDA margins; high churn of about 3% per month;
and limited opportunities for cost efficiencies because of small
scale and low system densities.

Tempering factors:

   -- include weak competition for voice and data in generally
      low-density markets, primarily from Qwest Communications
      Corp.;

   -- a fully upgraded plant with two-way capability along with
      the revenue potential associated with offering enhanced
      services; and,

   -- the deployment of cable telephony, which is contributing to
      win-backs from the satellite providers.

Bresnan serves rural markets in Montana, Wyoming, Colorado, and
Utah with over 600,000 homes passed and roughly 290,000 basic
video subscribers.


BRIGHAM EXPLORATION: S&P Junks Rating on $125 Million Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on oil and gas exploration and production company
Brigham Exploration Co.

At the same time, Standard & Poor's lowered its rating on the
company's $125 million senior notes due 2014 to 'CCC+' from 'B-'.

The outlook remains stable.

As of Sept. 30, 2006, Austin, Texas-based Brigham had
$125 million in long-term debt.

The increase of the borrowing base on Brigham's revolving credit
facility to $110 million from $50 million prompted the downgrade
of the unsecured notes.

"Assuming a fully drawn credit facility, Brigham's priority debt
will exceed 15% of the book value of the company's assets, which
is our current guideline for lowering an unsecured issue rating by
one notch relative to the corporate credit rating," said Standard
& Poor's credit analyst Jeffrey B. Morrison.

The stable outlook for Brigham reflects expectations that
near-term cash flow and liquidity should be adequate to fund
planned capital expenditures and debt service.


BUNGE LIMITED: Moody's Rates New $690 Million Stock Issue at Ba1
----------------------------------------------------------------
Moody's Investors Service confirmed the Baa2 senior unsecured
ratings for Bunge Limited and guaranteed subsidiaries.

Moody's also assigned a Ba1 rating to a new $690 million issue by
Bunge Limited of perpetual preferred stock.

The outlook on all ratings is negative.

The confirmation reflects Moody's comfort that the Baa2 rating
continues to reflect the company's strong global agribusiness
franchise, as well as the volatility that can occur in the
company's earnings and cash flow.

The Ba1 rating on the new preferred stock considers Bunge's
underlying Baa2 senior unsecured rating and the relative priority
of claim of the preferred securities within the capital structure.

The negative outlook reflects the deterioration in Bunge's debt
protection measures, the higher-than-expected debt levels, and the
expectation that Bunge's high levels of capital investment and
acquisitions could prevent the company from restoring its debt
protection measures to levels sufficient to maintain its current
ratings.

Downward rating pressure could build should the company's
operating performance fail to significantly improve during 2007,
leverage increase such that RCF/Debt fell and likely remain below
the 16 -- 20% range, and/or free cash flow remains negative.

"While earnings and cash flow volatility are normal in commodity
processing industries, Bunge must improve its debt protection
measures and financial flexibility if it is to remain at its
current rating levels" stated Peter Abdill, Senior Vice President
at Moody's.

Ratings assigned and confirmed:

   * Bunge Limited

      -- $690 million perpetual preferred stock at Ba1

   * Bunge Limited Finance Corp.

      -- Senior unsecured at Baa2 under full guarantee of Bunge
         Limited

   * Bunge Master Trust

      -- Senior unsecured at Baa2 under full guarantee of Bunge
         Limited

Bunge's Baa2 rating is supported by its strong position in the
agricultural commodity processing industry, its strong position
and competitive advantages in Brazilian fertilizer, its geographic
diversity, as well as its adequate liquidity profile.

These positives are tempered by Bunge's exposure to commodity
markets which present a number of uncontrollable and often
unpredictable factors which can result in earnings and cash flow
volatility, as well as Bunge's significant exposure to developing
markets -- such as Brazil and Argentina.  

Moody's view Bunge's operations as fundamentally less diversified
than some of its competitors.  Ratings are also influenced by the
company's significant capital expenditure program and the negative
free-cash flow which has resulted.  Bunge's financial profile is
characterized by low margins and weak returns on invested capital.

Moody's rates a $690 million issue of convertible preferred stock,
and has assigned this security to Basket "C" for analytic
purposes, i.e. 50% equity and 50% debt.  

The basket allocation is based on the following rankings for the
three dimensions of equity:

No maturity:

   * Strong

      -- The securities are perpetual and non-callable, and
         convertible by investors at any time or by the company
         under certain circumstances.

No ongoing payments:

   * Weak

      -- Dividends may be paid in cash, or will accrue, at the
         option of the company. If not paid in cash, dividends
         accrue and may only be settled with common stock.
         However the securities do not contain any meaningful
         mandatory caps on the accumulation of dividends not paid
         in cash, thereby weakening this dimension of equity.

Loss absorption:

   * Strong

      -- The securities represent a preferred claim in
         bankruptcy, senior only to common equity.

Headquartered in White Plains, New York, Bunge is a global
agribusiness company with operations primarily in commodity grain
processing and fertilizer production.


CASCADES INC: Moody's Reviews Ratings and May Downgrade
-------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade Cascades Inc.'s Ba2 corporate family rating, its Baa3
senior secured rating, and its Ba3 senior unsecured rating.

At the same time, Moody's placed under review, with direction
uncertain, Norampac Inc.'s Ba3 corporate family rating, its Ba1
senior secured rating, and its B1 senior unsecured rating.

The reviews were prompted by the report that Cascades will
purchase the 50% of Norampac that it does not already own from
Domtar Inc., for a purchase price of CDN$560 million.

Cascades also reported that the transaction will be paid for with
the proceeds of an up to CDN$200 million offering of common shares
through a subscription receipt offering, a concurrent Cdn$50
million offering of common shares, and debt.

The review for possible downgrade of Cascades reflects the
incremental debt of CDN$310 million to CDN$360 million that will
be taken on to complete the acquisition.

The review of Norampac with direction uncertain reflects that its
existing ratings may go up or down depending on the final legal
and capital structure of the two companies.

Ratings under Review for possible downgrade:

   * Cascades Inc.

      -- Corporate Family Rating at Ba2, LGD4, 69%
      -- Senior Unsecured at Ba3, LGD4, 69%
      -- Senior Secured at Baa3, LGD2, 15%

Ratings under Review (direction uncertain):

   * Norampac Inc.

      -- Corporate Family Rating at Ba3, LGD5, 74%
      -- Senior Unsecured at B1, LGD2, 69%
      -- Senior Secured at Ba1, LGD2, 15%

The review will focus on:

   -- the amount of debt taken on by Cascades to complete the
      acquisition;

   -- Cascades' plan, if any, to reduce acquisition debt from
      internally generated cash flow, the timeframe involved, and
      Moody's view of the ability of the company to do so; and,

   -- the final legal and capital structure of the combined
      companies and whether any of the existing or new debt is
      structurally subordinated.

This analysis of the legal and capital structure will have an
impact on notching only, and not on the corporate family rating.

The last rating action on Cascades was an affirmation of its Ba2
coprorate family rating in June 2006.  The last rating action on
Norampac was a downgrade of it corporate family rating to Ba3 in
June 2006.

Cascades Inc. is a Kinsey Falls, Quebec-based packaging and paper
company producing boxboard, containerboard, specialty packaging
products and tissue.  Consolidated revenues in 2005 were
CDN$3.5 billion.

Norampac Inc. is a Montreal based containerboard producer that had
revenue in 2005 of CDN$1.3 billion.


CB RICHARD: Completes 9-3/4% Senior Notes Tender Offer
------------------------------------------------------
CB Richard Ellis Services Inc., a wholly owned subsidiary of CB
Richard Ellis Group Inc., disclosed the completion of the
Company's reported cash tender offer and consent solicitation to
purchase all of its 9-3/4% Senior Notes due 2010.

A total of $126,690,000 in aggregate principal amount of Notes, or
approximately 97.5% of the outstanding principal amount of the
Notes, were tendered prior to the expiration date of 5:00 p.m.,
New York City time, on Dec. 4, 2006.  The company has accepted for
purchase and has paid for, all Notes tendered pursuant to the
Offer.

On Nov. 17, 2006, the company, CB Richard Ellis Group, Inc.,
certain subsidiary guarantors and the indenture trustee executed a
supplemental indenture effecting certain amendments to the
indenture governing the Notes.  The amendments, which eliminate or
modify the restrictive covenants and certain events of default,
became operative upon acceptance of the Notes for purchase.

Credit Suisse Securities (USA) LLC acted as Dealer Manager in
connection with the Offer.

Headquartered in Los Angeles, California, CB Richard Ellis
Services, Inc., provides commercial real estate services.
Services it provides include property sales/leasing brokerage,
property management, corporate services and facilities management,
capital markets advice and execution, appraisal/valuation
services, research and consulting.  CB Richard Ellis has
approximately 14,500 employees and over 200 offices across more
than 50 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Nov 16, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
CB Richard Ellis Services Inc., including its 'BB+' long-term
counterparty credit rating, and removed them from CreditWatch
Negative where they were placed Oct. 31.  The outlook is stable.


CEP HOLDINGS: Committee Hires Grant Thornton as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in CEP Holdings, LLC
and its debtor affiliates' chapter 11 cases, obtained authority
from U.S. Bankruptcy Court for the Northern District of Ohio
Eastern Division to retain Grant Thornton LLP as its financial
advisor, nunc pro tunc to Oct. 1, 2006.

Grant Thorton will:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court of the Office of the U.S. Trustee,
       including schedules of assets and liabilities, statements
       of financial affairs and monthly operating reports;

   (b) evaluate the Debtors' financial information, including
       analyses of cash receipts and disbursements, financial
       statement items and proposed transactions for which
       Bankruptcy Court approval is sought;

   (c) evaluate and analyze the reporting with regard to cash
       collateral and any debtor-in-possession financing
       arrangements and budgets;

   (d) evaluate potential employee retention and severance plans;

   (e) assist with identifying and implementing asset redeployment
       opportunities;

   (f) analyze assumption and rejection issues regarding executory
       contracts and leases;

   (g) evaluate and analyze the Debtors' proposed business plans
       and the general business and financial condition of the
       Debtors';

   (h) assist in evaluating reorganization strategy and
       alternatives available to the creditors;

   (i) evaluate and assess the Debtors' financial projections and
       assumptions;

   (j) evaluate enterprise, asset and liquidation valuations;

   (k) advice and assist the Committee in negotiations and
       meetings with the Debtors and the bank lenders;

   (l) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance actions
       or other matters; and

   (m) other advisory services requested by the Committee or its
       counsel to assist the Committee in the chapter 11 cases.

Grant Thornton's professionals who are assigned to the Debtors'
chapter 11 cases, will bill:

     Professional                 Designation     Hourly Rate
     ------------                 -----------     -----------
     Kimberly Davis Rodriguez     Principal          $385
     Laura Marcero                Director           $335
     Robert Tague                 Manager            $250
     Jack Serda                   Associate          $195

Other professionals that may be assigned to the Debtors' cases
bill:

            Designation                 Hourly Rate
            -----------                 -----------
            Principal/Partner               $500
            Director/Senior Manager         $460
            Manager                     $300 - $395
            Sr. Associate               $200 - $265
            Associate                   $165 - $175
            Administrative               $75 - $120

Marti Kopacz, a managing principal at Grant Thornton's U.S
Recovery and Reorganization Services, tells the Court that Stout
Risius Ross, Inc.'s Restructuring and Performance Improvement
Group had received a $30,000 prepetition retainer from the
Debtors.  The Group was acquired from SRR by Grant Thornton and
SRR had agreed to transfer the $30,000 retainer to the firm.

Ms. Kopacz assures the Court that her firm is a "disinterested
person" as the term is defined in section 101(14) of the
Bankruptcy Code.

Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded
rubber products and extruded plastic materials for companies in
the automotive, construction, and the medical industries.  The
Company and two of its subsidiaries filed for chapter 11
protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796).
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 18, 2007.


CMS ENERGY: PwC Replaces Ernst & Young as Independent Accountants
-----------------------------------------------------------------
CMS Energy Corporation and Consumers Energy Company dismissed
Ernst & Young LLP and appointed PricewaterhouseCoopers LLP as
their independent registered public accounting firm.

The decision to dismiss Ernst & Young was recommended and approved
by the Audit Committees of the Boards of Directors of both CMS
Energy and Consumers and was the result of a competitive bidding
process conducted in the ordinary course of business.  Ernst &
Young will continue as the auditors for the consolidated financial
statements of CMS Energy and Consumers for the fiscal year ending
Dec. 31, 2006, the financial statements of the Employees' Savings
Plan and Employee Stock Ownership Plan of Consumers for the fiscal
year ending Dec. 31, 2006.

The company disclosed that through Nov. 30, 2006, there were no
disagreements with Ernst & Young on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures.  The Company also disclosed that
there have been no "reportable events" as defined in Regulation S-
K, Item 304(a) (1) (v), except for a material weakness at CMS
Energy regarding internal controls over financial reporting
relating to accounting for income taxes.

The company further disclosed that Ernst & Young's reports on its
and Consumers consolidated financial statements for the fiscal
years ended Dec. 31, 2005 and 2004 did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles.

PricewaterhouseCoopers LLP will become the independent registered
public accounting firm for CMS Energy, Consumers and the Benefit
Plan for the year ending Dec. 31, 2007.

CMS Energy Corporation -- http://www.cmsenergy.com/-- is a  
Michigan-based company that has as its primary business operations
an electric and natural gas utility, natural gas pipeline systems,
and independent power generation.  Through its regulated utility
subsidiary, Consumers Energy Co., the company provides natural gas
and electricity to almost 60% of nearly 10 million customers in
Michigan's lower-peninsula counties.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service lowered its Corporate Family Rating for
CMS Energy Corp. to Ba2 from Ba1, in connection with its new
Probability-of-Default and Loss-Given-Default rating methodology.


COMPLETE RETREATS: Ultimate Resort Increases Bid to $100 Million
----------------------------------------------------------------
At the Nov. 29, 2006 hearing, Ultimate Resort LLC increased
its bid for substantially all of Complete Retreats LLC and its
debtor-affiliates' assets to $100,000,000.

Ultimate Resort previously proposed to buy the Debtors' assets for
$98,000,000.

The Debtors and the Official Committee of Unsecured Creditors have
determined that Ultimate Resort's offer is the highest and best
bid for the assets.

Preeminent Global Experience LP, a qualified bidder, also
increased its bid to $112,000,000 at the hearing.

Preeminent Global delivered to the U.S. Bankruptcy Court for the
District of Connecticut a proposed asset purchase agreement, which
reflects the differences in its and Ultimate Resort's bids.  

Preeminent Global's proposed asset purchase agreement is available
for free at http://researcharchives.com/t/s?1652

Preeminent Global's current bid for the Debtors' assets include,
inter alia:

   * a $10,000,000 higher cash purchase price for the same assets
     and assumption of substantially the same liabilities;

   * a $10,000,000 deposit;

   * no break-up fee;

   * a minimum of 375 consenting Members versus Ultimate Resort's
     400;

   * a viable destination club with strong financial backing; and

   * legally appropriate methodology regarding amendment,
     assumption, and assignment of Member contracts.

The Court will convene a hearing on Dec. 19, 2006, to further
consider the sale of the Debtors' assets.

The Court previously approved the Debtors' request to amend their
asset purchase agreement with Ultimate Resort, under which, the
Debtors and Ultimate Resort agreed to lower:

   (a) the Deposit from $10,000,000 to $4,000,000; and
   (b) the Break-Up Fee from $2,500,000 to $2,000,000.

If the agreement is terminated because Ultimate Resort is unable
to secure sufficient funds to make the sale payments, then the
Debtors will retain and be paid 50% of the deposit as their sole
right or recourse for the termination.

A full-text copy of the Debtors' amended asset purchase agreement
with Ultimate Resort is available for free at:

               http://researcharchives.com/t/s?1651

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: U.S. Trustee Supports Panel's Fairfax Retention
------------------------------------------------------------------
Diana Adams, the acting United States Trustee for the District of
Connecticut, notifies the U.S. Bankruptcy Court for the District
of Connecticut that she has no objection to the retention of The
Fairfax Group as forensic advisor to the Official Committee of
Unsecured Creditors in Complete Retreats LLC and its debtor-
affiliates' bankruptcy cases.

As reported in the Troubled Company Reporter on Nov. 8, 2006, the
Committee sought the Court's authority to retain Fairfax Group as
its forensic advisor, nunc pro tunc to Sept. 11, 2006.

Committee Chair Joel S. Lawson III told the Court that the
Committee formed a subcommittee of its members to interview and
evaluate candidates qualified to perform the type of forensic
accounting and investigatory due diligence services required in
the Debtors' cases.  After soliciting qualification materials
from, and rigorously interviewing various candidates, the
subcommittee recommended the retention of Fairfax as the
Committee's forensic advisor.

Mr. Lawson noted that Fairfax employs and has working
professional relationships with some of the world's leading
experts in compliance, investigations and security.  Fairfax's
past engagements have included rendering service in the areas of
corporate internal investigations; due diligence; asset tracing
and anti-money laundering; electronic evidence-gathering and
preservation; witness identification and interview; documentary
evidence gathering and research of corporate and individual
histories.

Fairfax will, among others, perform forensic accounting and
investigatory due diligence concerning the Debtors; the Debtors'
businesses and operations; and any individuals or entities with
whom the Debtors, their officers, directors, shareholders, agents
and employees, have done business or may decide to do business.
Fairfax will also analyze all relevant information from the time
of the Debtors' formation through and including the present.

The Committee reserves its rights to augment or authenticate the
work of XRoads Solutions Group, or any other professionals
conducting forensic analysis, where it deems that the additional
work is necessary to maximize the recovery of unsecured
creditors.

The Debtors will pay Fairfax for its services according to its
customary hourly rates.  The hourly rates charged by Fairfax
professionals differ based on, among other things, the individual
professional's experience.  The customary rates for Fairfax
personnel in year 2006 range from $275 to $400 per hour.

Fairfax will provide a phased budget, which will contain explicit
fee limitations for each phase of its investigation.

The Debtors will reimburse Fairfax's out-of-pocket expenses
reasonably incurred in connection with services it renders to the
Committee.

Michael J. Hershman, president of the Fairfax Group, assured the
Court that the firm has no connection with the Debtors, their
creditors, the U.S. Trustee or any other party in interest in the
Chapter 11 cases.

Mr. Hershman further assured the Court that Fairfax is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Debtors' estates with respect to the
matters for which it is to be retained.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CUNNINGHAM LINDSEY: DBRS Junks Senior Unsecured Debt's Rating
-------------------------------------------------------------
Dominion Bond Rating Service downgraded the senior unsecured debt
of the Cunningham Lindsey Group Inc. to CCC from B (low), and has
removed it from Under Review with Negative Implications where it
has been since Oct. 24, 2006.  The trend has been returned to
Stable.

This action reflects the Company's continuing weak financial
performance and high debt ratio, especially given the Company's
significant debt maturities in 2008.  The Company's earning and
cash flow continue to be disappointing, with few near-term
prospects for significant improvement.  Financial flexibility
remains limited.

While the latest in a line of new management teams are taking
necessary steps to return the Company to profitability, including
the 2004 sale of the money-losing U.S. third-party administration
business and adopting a stronger focus on divisional
profitability, improved performance has yet to be reflected in the
financial results.  2006 results to the end of September suggest
that improved earnings in the United States have been more than
offset by deteriorating performance in Canada, the United Kingdom
and Europe.

The strength of the Canadian dollar has also put additional
downward pressure on reported results.  As such, consolidated cash
flow remains weak, forcing the Company to borrow from its parent,
Fairfax Financial Holdings, to meet its current operating cash
flow requirements.  Debt service coverage ratios have deteriorated
in 2006 despite the reduction in debt levels since 2004.

Also pressuring the rating is the over $200 million in debt
maturing in 2008, of which $72 million in non-revolving term loans
ranks senior to the $125 million in Series B Debentures. Without
exhibiting longer term profitability, the refinancing of this debt
is very much dependent on the continuing sponsorship of the
Company by Fairfax.  While DBRS has no reason to suspect that
Fairfax will not continue to support the Company, at least in the
short run, it is also questionable how long this support can be
assumed as part of the rating analysis, given the Company's weak
financial performance.


DELPHI CORPORATION: Judge Drain Approves SEC Settlement Agreement
-----------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York has approved Delphi Corporation's
settlement agreement with the Securities and Exchange Commission
on alleged accounting fraud charges, the Associated Press reports.

Judge Drain opines that the SEC settlement is "fair and equitable"
and says that the Settlement is in Delphi's best interest, the
Associated Press adds.

As reported in the Troubled Company Reporter on Oct. 31, 2006, the
SEC commenced and simultaneously settled with Delphi a lawsuit
alleging violations of federal securities laws.  The lawsuit and
settlement relate to transactions that were the subject of a
restatement by Delphi in June 2005.

Under the agreement approved by the Commission, Delphi agreed,
without admitting or denying any wrongdoing, to be enjoined from
future violations of the securities laws.  The SEC did not impose
civil monetary penalties against Delphi.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORPORATION: Wants to Amend Fee Structure for Rothschild
---------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York for
permission to amend the fee structure for services provided by
Rothschild Inc. as their financial advisor and investment banker,
nunc pro tunc to July 19, 2006.

John D. Sheehan, vice president and chief restructuring officer
of Delphi Corporation, relates that the Debtors' request is in
connection with any merger and acquisition transaction involving
the Debtors' steering and interior divisions.  The Steering
Division includes the Debtors' Steering Systems and Halfshafts
businesses, while the Interior Division includes the Debtors'
Instrument Panels and Consoles, Cockpits, Door Modules, and
Latching Systems businesses.

The Debtors propose to pay Rothschild these minimum fees for any
M&A Transaction involving the Steering Division:

   (a) $5,000,000, if the M&A Transaction involves both the
       Debtors' Steering Systems and Halfshafts businesses and is
       consummated in a single transaction;

   (b) $3,500,000, if the M&A Transaction involves only the
       Debtors' Steering Systems business; and

   (c) $1,500,000, if the M&A Transaction involves only the
       Debtors' Halfshafts business.

On the other hand, the Debtors propose to pay Rothschild these
minimum fees for any M&A Transaction involving the Interior
Division:

   (a) $4,000,000, if the M&A Transaction involves all four of
       the Interior Division business lines in a single
       transaction;

   (b) $3,000,000, if the M&A Transaction involves any three of
       the Interior Division business lines in a single
       transaction;

   (c) $2,000,000, if the M&A Transaction involves any two of the
       Interior Division business lines in a single transaction;
       and

   (d) $1,250,000, if the M&A Transaction involves any one of the
       Interior Division business lines in a single transaction.

If the Steering Division, the Interior Division, or any of their
respective business lines are sold for amounts exceeding the
value implied by the Minimum M&A Fees, the Debtors will pay for
Rothschild's services pursuant to the terms of the Original
Engagement Letter.

Furthermore, if the Debtors decide not to complete an M&A
Transaction for the Steering Division or Interior Division as a
result of an agreement with the Debtors' stakeholders on a plan
of reorganization, the Debtors and Rothschild will agree in good
faith at that time on a fee commensurate with Rothschild's
services in connection with the contemplated M&A Transactions.

In addition to the Minimum M&A Fees, the Debtors will pay for
Rothschild's actual expenses incurred while performing services
relating to an M&A Transaction.

Mr. Sheehan asserts that the proposed fee structure is fair and
reasonable in light of the unique circumstances surrounding the
terms of sales of the Steering and Interior Divisions.  In
addition, the proposed M&A Fees will competitively compensate
Rothschild for its time and expertise, and adequately incentivize
Rothschild to pursue an M&A Transaction.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Orix Vacates Opposition to Lease Decision Extension
----------------------------------------------------------------
Orix Warren, LLC, has vacated its objection to an extension of
Delphi Corporation and its debtor-affiliates' deadline to assume
or reject the Orix Lease.  Orix did not state its reasons for
withdrawing its objection.

The Debtors are asking the U.S. Bankruptcy Court for the Southern
District of New York to extend the Orix Lease decision deadline to
June 7, 2007.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, argued that the Debtors satisfy
the four factors that the United States Court of Appeals for the
Second Circuit has held should be weighed in determining whether
cause exists to extend a debtor's deadline to assume or reject an
unexpired lease:

   (1) Whether the debtor was paying for the use of the property;

   (2) Whether the debtor's continued occupation could damage the
       lessor beyond the compensation available under the
       Bankruptcy Code;

   (3) Whether the lease is the debtor's primary asset; and

   (4) Whether the debtor has had sufficient time to formulate a
       plan of reorganization.

The Debtors are current on its postpetition lease payments to
Orix Warren, LLC, Mr. Butler informed the Court.  Moreover, the
Debtors have significant resources and liquidity to provide
adequate assurance to Orix Warren that it will continue to receive
its postpetition rent on time.

In addition, the Debtors' continued occupation of the property
will not damage Orix Warren beyond the compensation available
under the Bankruptcy Code, Mr. Butler asserted.

The Orix Lease is currently being used as a research facility for
one of the Debtors' core divisions.  The Debtors admit that the
Orix Lease is not their primary asset.  The Orix Lease, however,
is a part of the Debtors' real estate portfolio, the evaluation
of which is one of the essential components of the Debtors'
reorganization efforts, Mr. Butler contended.

Furthermore, because of the size of the Debtors' Chapter 11 cases
and the complexity of the issues involved in their restructuring,
the Debtors have not had sufficient time to make critical
decisions regarding all of their leases, Mr. Butler argued.  
Forcing the Debtors to assume or reject the Orix Lease
prematurely could trigger additional administrative claims that
would otherwise be general unsecured claims limited by Section
502(b)(6) of the Bankruptcy Code if the Lease will be rejected,
Mr. Butler noted.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DURA AUTOMOTIVE: Court Gives Final Nod on Vendor Claims Payment
---------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved on a final basis DURA Automotive
Systems, Inc. and its debtor affiliates request to direct all
applicable banks and other financial institutions to receive,
process, honor and pay any and all checks and fund transfer
requests made by the Debtors related to Critical Vendor Claims or
Priority Vendor Claims.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that certain parties supply goods or
services critical to the continued operation of the Debtors'
business.

The Debtors are the sole manufacturers of certain essential
component parts and vehicle systems used by major automobile
original equipment manufacturers, including Ford Motor Company,
General Motors Corporation and DaimlerChrysler Corporation, as
well as a number of tier one automotive parts suppliers.  If
outside suppliers are needed, the Debtors typically contract with
one vendor for a particular component and rely on that vendor as
their sole source supplier.

In general, the Critical Vendors fall into two main categories:

    (1) The materials vendors supply, among other things, bulk raw
        materials like coil steel, wire, bulk resins, and flat
        glass; components and parts directly assembled into the
        Debtors' products; production materials like welding wire
        and lubricants; and other materials consumed in the
        production process.

    (2) The maintenance vendors provide parts, materials, and
        services to the Debtors' specialized manufacturing
        equipment and machinery.

Without timely shipments from their sole-source suppliers, the
Debtors' manufacturing facilities would lack the requisite goods
necessary for their operational needs, and in some instances,
could be forced to shut down certain facilities shortly after a
missed shipment, Mr. Collins says.

By this motion, the Debtors seek the Court's authority to pay the
prepetition claims of certain critical vendors and administrative
claimholders, subject to these cap amounts:

                            Estimated       Interim       Final
                            Payables        Relief        Relief
                            as of 10/26     Sought        Sought
                            -----------     -------       ------
    Critical Vendor Claims  $28,830,384  $9,250,000  $29,000,000
    Priority Vendor Claims   24,321,404   9,250,000   25,000,000

Priority Vendors are vendors who sold or transferred goods to the
Debtors in the ordinary course of their business during the
20- day period prior to the bankruptcy filing date.  Priority
Vendor Claims are entitled to administrative expense priority
under Section 503(b)(9) of the Bankruptcy Code.

The Debtors estimate that the claims of about 500 vendors
constitute Critical Vendor Claims.

The Debtors also ask the Court to approve a procedure for
addressing those vendors who repudiate and refuse to honor their
postpetition contractual obligations to the Debtors.

                    Identifying Critical Vendors

The Debtors, in conjunction with Glass & Associates, Inc., closely
reviewed their accounts payable and prepetition vendor lists and
consulted with facility management and others throughout the
Debtors' management and purchasing operations to identify those
creditors most essential to their operations.

The criteria considered included whether:

    (a) a particular vendor is a "sole-source" provider;

    (b) certain quality control requirements of the OEMs prevent
        the Debtors from replacing the vendor;

    (c) the Debtors currently receive advantageous pricing or
        other terms from a vendor; and

    (d) a vendor additionally might face its own liquidity crisis,
        due to that vendor's operational or cash flow issues, if
        the Debtors do not immediately pay its prepetition claim.

The Debtors also considered whether a vendor would make good on
its threat to stop shipping goods and whether an amount less than
the full amount of a vendor's claim could induce continuation of
shipments.

The Debtors propose to condition payment to Critical Vendors and
Priority Vendors upon agreement to continue supplying goods and
services to the Debtors on terms that are acceptable to the
Debtors with an awareness of industry trade terms between the
parties.  The Debtors reserve the right to negotiate trade terms
with any vendor demanding terms less favorable to them.

The Debtors seek the Court's authority to enter into Trade
Agreements with certain Critical Vendors, if and at the time the
Debtors determine in their discretion that the agreement is
necessary to their postpetition operations.

The Debtors also seek the Court's authority to make payments on
account of a Critical/Priority Vendor's claims in the event that
no Trade Agreement has been reached, if the Debtors determine, in
their business judgment, that failure to pay the Critical/Priority
Vendor Claim is likely to result in irreparable harm to their
business operations.

The Debtors will maintain a matrix summarizing, as of the
date of bankruptcy filing:

    1. the name of each Critical/Priority Vendor;

    2. the amount each Critical/Priority Vendor was been paid on
       account of its Critical/Priority Vendor Claims; and

    3. the goods and/or services provided by each
       Critical/Priority Vendor.

Mr. Collins maintains that the Debtors have anticipated access to
sufficient DIP financing to pay all Critical Vendor Claims and
Priority Vendor Claims as the amounts become due in the ordinary
course of their businesses.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ELECTRONIC DATA: Promotes Ron Rittenmeyer to President
------------------------------------------------------
EDS Corp. has promoted Ron Rittenmeyer to the position of
president, while retaining his current role as chief operating
officer.  Jeff Heller, who has served as president since returning
to EDS in 2003, has been named vice chairman.

Both appointments are effective immediately.

As president and chief operating officer, Rittenmeyer is
responsible for all of EDS' global operations.  Heller retains his
position on the EDS Board of Directors and as a primary conduit to
EDS' client base.

"Ron is the primary driver of EDS' operational transformation,"
said Mike Jordan, chairman and chief executive officer.  "Under
Ron's direction, we've been able to significantly improve the
efficiency, quality and leverage of our global service delivery
network and bolster our market competitiveness and sales.  Ron's
leadership will be critical as we continue to accelerate the pace
of change in 2007 and beyond."

Jordan added, "Jeff Heller's 38 years of EDS experience continue
to be an immeasurable asset as we position the company for future
profitable growth.  Jeff remains a trusted counselor and partner
as we work to ensure our clients remain EDS' singular focus."

Before joining EDS in July 2005, Rittenmeyer served as managing
director of The Cypress Group, a private equity firm.  He was
responsible for all operating aspects of the company's $3.5
billion investment portfolio.  Previously, Rittenmeyer served as
chairman, chief executive officer and president of Safety-Kleen,
Inc., a $1.5 billion hazardous and industrial waste management
company.  At Safety-Kleen, he successfully led the company's
reorganization from Chapter 11 bankruptcy protection.

A pioneer of the information technology services industry,
Heller's career spans nearly four decades with EDS.  During this
time, he's held numerous senior executive positions, most recently
serving as the company's president.  Heller joined EDS in 1968 as
a systems engineer.

Based in Plano, Texas, EDS Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company  
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                           *     *     *

EDS Corp.'s 7-1/8% Notes due 2009 carry Moody's Investors
Service's Ba1 rating.


EMAGIN CORP: Posts $3.7 Million Net Loss in 2006 Third Quarter
--------------------------------------------------------------
eMagin Corp. reported a $3.7 million net loss on $2.3 million of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $3.8 million net loss on $1.1 million of revenues for the same
period in 2005.

The increase in revenues is attributable due to increased
microdisplay demand and increased availability of finished
displays due to manufacturing improvements.  This revenue increase
was however offset by increases in operating expenses, primarily  
by the increase in selling, general and administrative expenses of
$618,000 related to the stock-based compensation expense of
approximately $458,000, and by the increase in interest expense of
$353,000.

At Sept. 30, 2006, the company's balance sheet showed $8.44
million in total assets and $8.98 million in total liabilities,
resulting in a $540,000 total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $6.64 million in total current assets
available to pay $7.67 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006 are
available for free at http://researcharchives.com/t/s?1688

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 27, 2006,
Eisner, L.L.P, in New York, raised substantial doubt about eMagin
Corp.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the company's recurring
losses from operations, which it believes will continue through
2006.

                           About eMagin

Headquartered in Bellevue, Washington, eMagin Corp. (AMEX: EMA)
-- http://www.emagin.com-- manufactures and markets virtual  
imaging products and information technology softwares.  In
addition, eMagin offers engineering support, as well as various
support products, including developer kits and personal computer
interface kits.  The company offers its products to OEMs in the
military, industrial, medical, and consumer market sectors through
direct technical sales in North America, Asia, and Europe.


ENRON CORPORATION: Wants Defendants' Interlocutory Appeal Denied
----------------------------------------------------------------
Enron Corp. and its debtor-affiliates asks the Honorable Arthur
Gonzalez of the U.S. Bankruptcy Court for the Southern District of
New York to deny the Bank Defendants' request to file an
interlocutory appeal from the Bankruptcy Court's Core Order.

Bank defendants Barclays PLC, Citigroup Inc., and Deutsche Bank
AG, together with their affiliates, had sought leave to appeal an
interlocutory order of the Bankruptcy Court determining that
certain claims in the MegaClaim Litigation are "core" claims
under 28 U.S.C. Section 157(b)(3).

Since the request was filed, plaintiffs Enron Corp. and its
debtor-affiliates, reached a settlement with Barclays, pursuant to
which Barclays agreed to suspend its participation in the Motion
for Leave, subject only to its right to reinstate its
participation if the settling parties do not execute a definitive
settlement agreement or the Court does not approve the settlement
agreement.

In light of the Barclays Settlement, the Motion for Leave is now
brought on behalf of Citigroup and Deutsche Bank.

                     Enron Wants To Dismiss
                    Bank Defendants' Request

H. Lee Godfrey, Esq., at Susman Godfrey LLP, in Houston, Texas,
says that interlocutory, piecemeal appeals from bankruptcy court
rulings are appropriate only where:

   (1) the bankruptcy court's order involves a controlling
       question of law;

   (2) there is substantial ground for difference of opinion over
       the Core Order;

   (3) an immediate appeal would materially advance the ultimate
       determination of the litigation; and

   (4) the movant demonstrates that there are "exceptional
       circumstances" justifying "a departure from the basic
       policy of postponing appellate review until after the
       entry of a final judgment."

Mr. Godfrey asserts that the Bank Defendants' Motion for Leave
satisfies none of the standards, and should therefore be denied.

Whether some of the claims in the MegaClaim Litigation are core
or non-core claims is not a controlling question of law, Mr.
Godfrey says.

He also notes that there is no substantial ground for difference
of opinion over the Bankruptcy Court's decision.  The Bankruptcy
Court correctly held that Enron's claims against the Bank
Defendants were core claims because the Bank Defendants asserted
their proofs of claim in the form of set-offs against Enron's
bankruptcy estates, Mr. Godfrey maintains.

Furthermore, granting leave to appeal the Bankruptcy Court's Core
Order will not materially advance the ultimate determination of
the MegaClaim Litigation, Mr. Godfrey notes.

The Bank Defendants made two arguments to demonstrate
"exceptional circumstances" in their request:

   (a) If the District Court refuses the appeal, a subsequent
       court hearing their request to withdraw the reference will
       be bound by the Bankruptcy Court's finding that Enron's
       common law claims are core; and

   (b) That the Bankruptcy Court's Core Order unconstitutionally
       expands the jurisdiction of the bankruptcy courts.

Mr. Godfrey contends that both arguments lack merit.

Citing Bianco v. Hoehn (In re Gaston & Snow), 173 B. R. 302, 306
(S.D.N.Y. 1994), Mr. Godfrey notes that the U.S. District Court
for the Southern District of New York rejected the argument that
failure to appeal a bankruptcy court's determination that a
proceeding was core binds a district court's consideration of
that element in a later request to withdraw the reference.

Even if this were a legitimate concern, Mr. Godfrey says, it does
not constitute exceptional circumstances warranting acceptance of
the Bank Defendants' appeal.  If the District Court finds it
appropriate, it can note in its order refusing leave to appeal
that the Bankruptcy Court's Core Order is to be considered by the
District Court if and when the Bank Defendants seek to withdraw
the reference, Mr. Godfrey says.

Mr. Godfrey also contends that the Bank Defendants' second
argument is incorrect.  Citing Statutory Committee of Unsecured
Creditors v. Motorola Inc. (In re Iridium Operating LLC), 285
B.R. 822 (S.D.N.Y. 2002), he points out that Courts in the
Southern District of New York that have applied the "same
transaction" test in determining that common law claims brought
by debtors against creditors who file proofs of claim are core
claims have considered and rejected the argument.

The Bank Defendants pepper their papers with references to their
alleged right to have Enron's common law claims tried to a jury
and the alleged prejudice to that right if the Bankruptcy Court's
ruling is not reversed, Mr. Godfrey relates.

The extent to which the Bank Defendants are entitled to a jury
trial, if at all, was not placed before the Bankruptcy Court, and
thus should not be a factor in the District Court's decision on
the Motion for Leave, Mr. Godfrey contends.  

Should there be any issue of the Bank Defendants' right to jury
trial, Enron says it is prepared to demonstrate that the Bank
Defendants contractually waived their right to jury trial in
accordance with many of the transaction documents between the
parties.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 180 and
183; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: UC Inks Settlement Pacts with Andersen and Kirkland
---------------------------------------------------------------
The University of California Board of Regents has reached a
$72,500,000 settlement with Arthur Andersen LLP and a $13,500,000
settlement with Kirkland & Ellis LLP in the Enron Corp.
securities litigation.

Arthur Andersen, former Enron auditor, signed off on many of the
company's allegedly false and misleading financial reports.  

Kirkland & Ellis served as legal counsel for a number of the off-
books entities through which Enron was able to manipulate its
financial statements.  The U.S. District Court for the Southern
District of Texas dismissed all of the claims against K&E by
order dated Dec. 19, 2002, but that order remained subject to
appeal.

According to UC, with the latest settlements, it has now obtained
more than $7,300,000,000 (including interest) for Enron
investors, including:

    -- $2,400,000,000 from Canadian Imperial Bank of Commerce,
    -- $2,200,000,000 from JPMorgan Chase,
    -- $2,000,000,000 from Citigroup,
    -- $222,500,000 from Lehman Brothers,
    -- $69,000,000 from Bank of America,
    -- $168,000,000 from Enron's outside directors, and
    -- $32,000,000 from Andersen Worldwide.  

UC will also secure a $37,000,000 distribution for investors
through Enron's Chapter 11 proceedings for the LJM2 partnership
involved in the Enron scheme.

Remaining defendants in the investors' lawsuit include former
officers of Enron, the law firm of Vinson & Elkins and a number
of major financial institutions that allegedly set up false
investments in clandestinely controlled Enron partnerships, used
offshore companies to disguise loans and facilitated phony sales
of phantom Enron assets.  As a result, Enron executives were
allegedly able to deceive investors by reporting increased cash
flow from operations and by moving billions of dollars of debt
off Enron's balance sheet, thereby artificially inflating
securities prices.

In February 2002, UC was named lead plaintiff in the Enron
shareholders' class action suit previously filed against top
executives of Enron and Arthur Andersen.  The university filed a
consolidated complaint on April 8, 2002, adding nine banks and
two law firms as defendants in the case.  In April 2003, the
Honorable Melinda Harmon of the U.S. District Court for the
Southern District of Texas completed her rulings on the various
defendants' motions to dismiss and lifted the stay on discovery.  
Following those rulings, UC filed an amended complaint on May 14,
2003.

Other institutional investors acting as representative plaintiffs
on behalf of Enron investors include Washington State Investment
Board, the Amalgamated Bank and its Long View Funds, San
Francisco City and County Employees' Retirement System, Employer-
Teamsters Local Nos. 175 & 505 Pension Trust Fund, Hawaii
Laborers Pension Plan, Greenville Plumbers Pension Plan, and
Archdiocese of Milwaukee.

Trial in the case is slated to begin in Houston, Texas, on
April 9, 2007.

         Enron's Former Lenders Oppose Andersen Settlement

Merrill Lynch & Co. and Credit Suisse Group asked Judge Harmon to
reject the $72,500,000 settlement agreement between Enron Corp.'s
investors and Arthur Andersen LLP, Jef Feeley of Bloomberg News
reports.

The two former Enron lenders asserted that the Andersen
Settlement allows an obvious wrongdoer to get out of the case too
cheaply, Bloomberg says.  The two banks were also sued by Enron
shareholders over the company's financial collapse.

According to Bloomberg, counsel for the two banks contend that
the Andersen Settlement is flawed because it contains a provision
that declares it void if Enron investors end up having jurors
decide their claims against the company's former lenders.  The
Banks' lawyers tell the Court that the danger of jury confusion
is obvious and denies the financial institution defendants a fair
trial.

The University of California Board of Regents, however, says that
the Andersen Settlement is reasonable, considering the accounting
firm's condition.  The regents serve as lead plaintiff in the
Enron securities litigation because the institution lost
$145,000,000 in Enron's bankruptcy filing.

"This is a fair resolution given what we could have reasonably
expected to recover from Andersen at this point," U.C. Board of
Regents spokesman Trey Davis said.

Andersen has shut down its auditing practice after it was
convicted in 2002 of obstructing a federal investigation into the
firm's review of Enron's books.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 180 and
183; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Panel Wants Exclusivity Periods Terminated
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Entergy New
Orleans Inc.'s chapter 11 case, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana to terminate the exclusive
periods within which Entergy New Orleans, Inc., may file and
solicit acceptances to its proposed plan of reorganization
pursuant to Section 1121(d) of the Bankruptcy Code.  

Philip K. Jones, at Liskow & Lewis, APLC, in New Orleans,
Louisiana, asserts that ENOI's First Amended Plan filed on
Nov. 14, 2006, is both unacceptable to the Committee and
unconfirmable as a matter of law because it fails to pay unsecured
claims postpetition interest while preserving ENOI's stated equity
of more than $170,000,000 held by Entergy Corporation.  Any
statement that the Proposed Plan will "fully compensate the
creditors" misrepresents the Proposed Plan, Mr. Jones says.

Mr. Jones notes that without payment of postpetition interest, the
unsecured creditors are impaired under Section 1124 of the
Bankruptcy Code, a treatment that the Committee opposes.  He
maintains that unless a solvent debtor like ENOI pays postpetition
interest, the debtor cannot satisfy the "fair and equitable" test
of Section 1129(b)(2) and the absolute priority rule of Section
1129(a)(7)(A)(ii).  

The Committee also objects to certain conditions set by ENOI for
its Proposed Plan to become effective, specifically:

   (1) ENOI will have received in cash at least $200,000,000 in
       Community Development Block Grant Funds, and at least
       $50,000,000 in Katrina Insurance Proceeds, and;

   (2) No Material Adverse Change will have occurred from and
       after the Confirmation Date.

The Committee says the conditions are unacceptable and make the
Proposed Plan unconfirmable.  Any conditions relating to ENOI's
receipt of CDBG Funds or insurance proceeds are unnecessary to
confirming and consummating a plan, the Committee asserts.

Mr. Jones points out that although the Proposed Plan purports to
set an effective date of June 30, 2007, there is little to no
assurance that the conditions will be satisfied by that date or
that ENOI will not seek multiple extensions of the June 30
deadline as provided for under a provision in the Proposed Plan.

The Committee further objects to another Proposed Plan provision
that states that if the plan does not become effective by
June 30, 2007, "the Confirmation Order shall be vacated, no
distributions under the Plans shall be made and the Debtor and all
Holders of Claims and Interest shall be restored to status quo
ante . . ."  

Mr. Jones says the provision is unacceptable to the Committee
because there is no justification for the situation to arise, as
it is within ENOI's ability to obtain funds to consummate a plan
prior to June 30, 2007.

The Committee also adopts the reasons and arguments presented by
Financial Guaranty Insurance Company in its own request to
terminate ENOI's exclusive period.

Mr. Jones asserts that termination of ENOI's exclusive periods
will allow the Committee to actively seek exit financing and
propose and confirm a Chapter 11 Plan without unacceptable
conditions as prerequisites to the Effective Date.

The Committee believes, and is prepared to demonstrate, that a
confirmable plan is now possible and could become effective by
March 31, 2007.  

Thus, the Committee also seeks the Court's authority to file and
solicit acceptances for its proposed alternative plan.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Sells Market Street Asset for $10 Million
--------------------------------------------------------------
Entergy New Orleans, Inc., seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's consent to sell certain property
and improvements commonly referred to as the Market Street
Property, free and clear of all liens, encumbrances, and adverse
claims to Market Street Properties, LLC.

The Market Street Property is the site of a facility known as the
Market Street Power Plant, which was decommissioned by ENOI in
1973.  It is also the site of an active 115 kV electrical
substation and a 13 kV electrical distribution facility, as well
as an active electrical transmission and distribution lines.  
With the exception of the Substation and the Electric Lines, ENOI
has not employed any of the improvements on the Property in 33
years.

According to Tara G. Richard, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., in New Orleans, Louisiana,
ENOI and Market Street Properties have been negotiating for the
Property's sale for several months, and have now reached an
agreement.  The Purchase Agreement provides that:

   (1) ENOI will grant a pre-dial servitude of view encumbering
       certain of its adjacent property which will restrict its
       use of air space over the adjacent property;

   (2) the property to be sold to Market Street will include the
       immovable property and all improvements on it, except for
       various conductors, transformers, cross arms, cables,
       conduits, and related facilities constituting the
       Substation, the Electric Lines and any other portion of
       ENOI's electrical or gas transmission or distribution
       system or any attachments located on the Market Street
       Property;

   (3) Market Street will pay $10,000,000 in cash to ENOI at
       closing of the transaction;

   (4) Market Street will pay the entire cost of relocating the
       Substation and certain other active electrical
       transmission and distribution lines that are located on
       the Property;

   (5) Market Street will release ENOI from all claims of any
       type with respect to adverse environmental conditions at
       the Property, and it will be responsible for environmental
       remedial efforts on the Property;

   (6) the Property is being sold "as is, where is," and "with
       all faults" and ENOI will give no warranty to Market
       Street, provided, however, that it is a condition of
       closing that the Court approves the sale and expresses
       that the sale is being made free and clear of all liens,
       encumbrances and adverse claims;

   (7) Market Street will pay all closing costs, except for
       ENOI's attorneys' fees and related expenses; and

   (8) Market Street and ENOI will execute the "Substation
       Servitude" and the "Utility Line Servitude" under the  
       Purchase Agreement, under which:

       (a) the Substation Servitude will grant to ENOI exclusive
           use of the property on which the Substation is located
           and use of and access to certain other parts of the
           Property until the Substation has been relocated at
           Market Street's cost; and

       (b) the Utility Line Servitude grants ENOI the right to
           continue to operate, maintain, repair and replace any
           electrical transmission and distribution lines located
           at the Property until the facilities have been
           relocated at Market Street's cost.  The Servitude
           further limits Market Street's use of certain
           improvements at the Property until the relocation of
           the transmission lines that are attached to the
           improvements.

ENOI further asks the Court for authority to execute and perform
its obligations under the Agreement for Purchase and Sale of Real
Estate, Memorandum of Understanding and Environmental Release and
Indemnity Agreement with Market Street.

Ms. Richard says there is a possibility that the Property contains
adverse environmental conditions that represent a potentially
material contingent liability of ENOI.  Thus, selling the Property
is in the best interest of ENOI's estate since Market Street will
assume all liabilities and will defend, indemnify, and hold ENOI
harmless with respect to the liabilities.

Furthermore, Ms. Richard relates, the proposed purchase price
substantially exceeds the appraised value of the Property.  The
most recent appraisal of the Property values it at $8,000,000.

Market Street has advised ENOI that it will not proceed with the
transaction if the sale is unable to close by December 31, 2006,
because the financing it obtained may not be available after that
date.  

Ms. Richard assures the Court that the proposed transaction will
not impair ENOI's ability to propose a confirmable Chapter 11
Plan.  On the contrary, the proceeds and other consideration to be
received by ENOI from the sale will substantially reduce its
actual and contingent liabilities, and contribute to its prospects
for a successful reorganization.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FAIRFAX FINANCIAL: Improved Liquidity Cues Moody's Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Fairfax
Financial Holdings Ltd.'s Ba3 senior debt rating and TIG Capital
Trust I's B2 preferred stock rating to stable from negative.

At the same time, Moody's affirmed each entity's ratings.

Moody's said the change in outlook reflects the improved liquidity
position at the holding company and within FFH's run-off
operations.  FFH's cash position at the holding company has
remained above Moody's expectations for the balance of 2006
because its run-off operations have drained less cash from it than
in prior years.

Moreover, the company's earlier decision to commute a large
adverse development contract freed up funds in the run-off
businesses and should prevent further cash drain at the holding
company for at least the next two years.

Finally, FFH recently disclosed the completion of a public
secondary offering of its majority-owned subsidiary, Odyssey Re
Holdings Corp., which will net the company an additional
$300 million in cash.  As a result, FFH will have over
$700 million in cash at the holding company level, well in excess
of the rating agency's $400 million expectation.

Moody's also noted that the improved liquidity conditions at FFH
help alleviate the concerns it highlighted in its earlier decision
to maintain the negative outlook on the company.

On July 31, 2006, Moody's cited concerns about the emergence of
material weaknesses in FFH's control environment, the potential
for further financial restatements, and the possibility of
enhanced regulatory scrutiny and/or fines as the basis for
maintaining a negative outlook on the company.

In Moody's view, these concerns, though still present in the
overall credit profile, no longer warrant a negative outlook. Most
importantly, the additional cash at the holding company gives FFH
additional cushion to absorb any negative consequences triggered
by the aforementioned issues.

In addition, the company has taken meaningful steps to remediate
its material weaknesses and has provided evidence that suggests
its recent financial restatements were largely due to flaws in a
now-replaced accounting system used prior to 2001.  

Finally, although the company remains under investigation by the
U.S. Securities and Exchange Commission, Moody's is growing more
comfortable that any adverse regulatory developments will be
manageable within FFH's current rating.

The decision to change the outlook on TIGCT to stable from
negative is based on improved operating performance at the TIG
Insurance Company, as well as FFH's improved liquidity position
discussed above.

The rating agency said that FFH's Ba3 rating is based on these
expectations:

   -- holding company cash remains at or above $400 million;

   -- pre-tax coverage of interest, hybrid fixed payments, and
      preferred share dividends remains above 1x;

   -- financial leverage continues to improve moderately with
      hybrid-adjusted debt to total capital staying below 45%;

   -- only moderate adverse reserve development after reinsurance
      with run-off operations operating at or near break-even;
      and'

   -- any internal or external investigations into finite
      transactions or other accounting issues do not result in
      further material negative impact on FFH's common equity.

Fairfax Financial Holdings, based in Toronto, Ontario, is a
financial services holding company with subsidiaries engaged in
property and liability insurance and reinsurance in Canada, the
United States, and internationally.

For 2006 year-to-date, Fairfax Financial reported total revenue of
$5.2 billion, net income of $68.4 million, and shareholders'
equity of $2.7 billion.

These ratings were affirmed with the outlook changed to stable
from negative:

   * Fairfax Financial Holdings Ltd.

      --- senior debt at Ba3;

   * TIG Capital Trust I

      -- backed preferred stock at B2.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


FALCON AIR: Sells 100% Shares to Icon International for $4.2 Mil.
-----------------------------------------------------------------
The Chapter 11 Trustee appointed in the bankruptcy case of Falcon
Air Express Inc. has reached an agreement with Icon International
Holdings Inc. to purchase the stock of Falcon under a Stock
Issuance and Plan Funding Agreement.

The agreement provides for Icon to control 100% of the outstanding
shares of the Reorganized Falcon.  Icon will pay $4,200,000 for
the acquisition.  Three million ($3,000,000) in cash at closing
and issue common shares under Section 1145 of the Bankruptcy Code
valued at $1,200,000, these shares will be liquidated under a
Leak-Out Agreement at the rate of $100,000 per month for a twelve
month period.  As part of the acquisition Icon will acquire all
parts, furniture and fixtures, contracts and licenses of Falcon.

The agreement provides for the confirmation of the plan and
closing in January of 2007.

Headquartered in Miami, Florida, Falcon Air Express Inc. --
http://www.falconairexpress.net/-- is a small and low-cost
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  Peter D.
Russin, Esq., and Michael S. Budwick, Esq., at Meland Russin &
Budwick, P.A., represent the Official Committee of Unsecured
Creditors.  On June 26, 2006, Kenneth A. Welt was appointed as the
Debtor's Chapter 11 Trustee.  Ariel Rodriguez, Esq., and Frank P.
Terzo, Esq., at Katz Barron Squitero Faust represents the Chapter
11 Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


FLOWSERVE CORP: Opens New Quick Response Center in Germany
----------------------------------------------------------
Flowserve Corp. has opened the new administrative headquarters for
its Flow Solutions Europe, Middle East, and Africa operations.
Located in Essen, Germany, the facility houses a Quick Response
Center that provides local sales, service, support and
manufacturing of seals and associated products, and a Learning
Resource Center that offers best-practices maintenance training
programs for pumps and seals for employees and customers.

The Essen QRC provides Flowserve customers with local access to
spare parts inventory, repair, quick turnaround manufacturing, CAD
design, and technical services for sealing requirements. The QRC
also manufactures pump seals, mixer seals, and piston rod packing
rings for large reciprocating compressors, which are widely used
in chemical refining and manufacturing applications.

The LRC specializes in hands-on training in pumps, valves, and
seals for engineers, operators, craftsmen, and other plant
professionals.  Experienced instructors teach OEM-standard
procedures through a combination of classroom instruction and
hands-on experience in state-of-the-art static and power labs.  
The Essen LRC cross-trains with other Flowserve facilities in the
United States, Saudi Arabia, and Singapore, as well as university
and government sites around the world, to provide education on the
most modern and consistent installation and maintenance practices.

In addition to supporting active OEM customers in Germany and
providing faster service and support to end user customers, the
Flowserve Essen facility provides direct, local access to the
company's LifeCycle Advantage equipment management program.  Easy
access to LCA technical consultants, replacement parts, and
extensive service and repair offerings enable participating
customers to streamline inventory, reduce product life cycle
costs, and extend equipment life.

"With the opening of the Essen facility, Flowserve continues its
promise to support customers throughout the life of their
equipment - from spare parts to maintenance to training," said
Andy Beall, president, Flowserve Flow Solutions.  "Our growing
network of QRCs and learning centers provide Flowserve customers
with consistent, outstanding service, across the board and around
the world."

                      About Flowserve Corp

Headquartered in Irving, Texas, Flowserve Corp. (NYSE: FLS) --
http://www.flowserve.com/-- provides fluid motion and control   
products and services.  Operating in 56 countries, the company
produces engineered and industrial pumps, seals and valves as well
as a range of related flow management services.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its short-term rating on
Flowserve Corp. to 'B-2' from 'B-3'.  All other ratings on the
Irving, Texas-based engineered pumps manufacturer, including its
'BB-' long-term corporate credit rating, were affirmed.  The
outlook is stable.

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
revised the Corporate Family Rating for Flowserve Corp. to B1 from
Ba3, as well as the ratings on the company's US$400 million
revolver due 2010 and the US$600 million term loan due 2012 to Ba2
from Ba3.  These debentures were assigned an LGD3 rating
suggesting that creditors will experience a 41% loss in the event
of a default.


FOAMEX INTERNATIONAL: Names Stephen Markert as Interim CFO
----------------------------------------------------------
Foamex International Inc. has named Stephen E. Markert, Jr., as
interim chief financial officer, effective immediately.  Mr.
Markert will report to Raymond E. Mabus, Jr., chairman and chief
executive officer of Foamex International.

"We are extremely pleased to have Steve join us in this capacity"
Mr. Mabus stated.  "Steve is a seasoned financial executive whose
broad-based finance, accounting, administration, and strategic
planning experience will be extremely beneficial as we prepare
to emerge from bankruptcy protection."
  
Foamex is engaging global executive search firm Spencer Stuart to
assist in its search for a permanent chief financial officer.  The
company will examine both internal and external candidates.

Mr. Markert, 55, has more than 30 years of financial experience.
He comes to the Company from Tatum LLC, an executive services
firm, where he is a Partner.  Most recently, Mr. Markert was
responsible for consolidating accounting functions and
implementing standard procedures and reporting processes for a
local publicly traded corporation with multinational operations.

Prior to that, Mr. Markert served as Vice President Finance, Chief
Financial Officer at C&D Technologies, Inc. from 1995 to 2005,
where he directed a multi-national finance and IT staff, managed
financial information and guidance, the investor relations
function and the sale of several company facilities.  He served as
C&D's Corporate Controller from 1989 to 1995. From 1981 to 1989,
Mr. Markert held various positions of increasing responsibility at
Decision Data Computer Corporation.

Mr. Markert is a CPA and has received an M.B.A. from LaSalle
University and a B.S. from LaSalle College.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of        
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the  
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.


FOAMEX INTERNATIONAL: Court OKs Cure Amount Determination Protocol
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approves Foamex International Inc. and its debtor-
affiliates' request to establish:

   (i) a procedure for determining cure amounts; and

  (ii) a deadline for objections relating to contracts and leases
       that may be assumed pursuant to the Plan.

As reported in the Troubled Company Reporter on Nov. 10, 2006,
under the Debtors' Amended Joint Plan of Reorganization, certain
executory contracts and unexpired leases will be assumed as of,
and subject to, the effective date of the Plan, Joseph M. Barry,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, relates.

The Amended Plan and Section 365(b) of the Bankruptcy Code require
the Debtors to cure or provide adequate assurance that they will
promptly cure existing defaults under that executory contracts and
unexpired leases.

The non-debtor parties to the Subject Contracts will have 21 days
after service of the Cure Notice to object to the:

   (a) Cure Amounts listed by the Debtors and propose alternative
       cure amounts; or

   (b) proposed assumption of the Subject Contracts under the
       Amended Plan.

If a Cure Objection is timely filed and the parties are unable to
settle it, the Court will determine the amount of any disputed
Cure Amount, or objection to assumption, at the hearing to be held
on Jan. 18, 2007.

The Debtors agree that, subject to the confirmation of their
Second Amended Plan of Reorganization and the Effective Date, the
secured claim of Commercial Roofing System, Inc., to the extent
allowed, will be paid in cash in accordance with the Second
Amended Plan.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX LP: Moody's Junks Rating on $190 Mil. 2nd Lien Senior Loan
-----------------------------------------------------------------
Moody's Investors Service assigned Foamex L.P. B2 corporate family
and probability of default ratings.

Concurrently, Moody's assigned a B1 rating to the company's
$425 million first lien senior secured Term Loan B and a Caa1
rating to its $190 million second lien senior secured term loan.

The ratings outlook is stable.

Assignments:

   * Issuer: Foamex L.P.

      -- Senior Secured Bank Credit Facility, Assigned a range of
         37 - LGD3 to B1

      -- Senior Secured Bank Credit Facility, Assigned a range of
         84 - LGD5 to Caa1

Outlook Actions:

   * Issuer: Foamex L.P.

      -- Outlook, Changed To Stable From Rating Withdrawn

A somewhat levered capital structure, raw materials cost
volatility, and industry cyclicality among many of the company's
end customers characterize Foamex's B2 corporate family rating.
The rating also reflects the company's strong position in its
industry, increased end market diversification, and a business
strategy less focused on driving market share growth and more on
improving profitability.

The B2 corporate family rating recognizes Foamex's recent
operational improvements, a new management team focused on
profitable growth, and recent price rationalization.

While Moody's believes that the company's favorable forward-
looking credit metrics could support a higher corporate family
rating, Moody's remains concerned that Foamex still faces many of
the same dynamics that drove it to file for Chapter 11 protection
in 2005.

Moody's believes that Foamex remains highly exposed to raw
material price fluctuations and the highly volatile domestic auto
industry.  In particular, polyol prices have increased over 100%
since January 2004.  While worldwide production capacity for
polyol exceeds consumption, it is the limited supply for one of
polyol's key components, propylene oxide, which has driven polyol
prices to record levels.

Additionally, Moody's notes that two of Foamex's indirect end
customers, Ford and General Motors, are under financial stress,
are losing market share to foreign manufacturers, and have B3
corporate family ratings with negative ratings outlooks.

The company expects to emerge from bankruptcy in Q1'07 and as soon
as February 2007.  As part of its emergence plan, Foamex is
pursuing a recapitalization of its balance sheet that will include
an infusion of new equity.  

Foamex intends to finance the repayment at emergence of debtor-in-
possession revolver outstandings, DIP term loan and one series of
senior secured second lien notes and two series of senior
subordinated notes, principal and accrued interest, with a first
and second lien term loan, asset-based revolver, and $150 million
in new equity raised via a rights offering.

The stable ratings outlook reflects Foamex's relatively
conservative capital structure at the B2 rating level and its
strong market position in most niches in which it competes.

Additionally the stable outlook reflects an improved cost
structure and price leadership, both of which have lead to margin
improvement and increased free cash flow.

Moody's believes that Foamex will need to deliver on our cash flow
and capital structure expectations before the B2 corporate family
rating would be under positive rating pressure.  More
specifically, Moody's could consider a rating upgrade if total
debt-to-EBITDA was to drop below 3.5 times and free cash flow-to-
debt was to exceed 7% for a sustained period.  

Moody's could downgrade the corporate family rating due to
deteriorating liquidity or if free cash flow becomes negative thus
forestalling Foamex's maintenance of an increasingly conservative
capital structure.

Foamex L.P., based in Linwood, Pennsylvania, is the largest
manufacturer and distributor of flexible polyurethane and advanced
polymer foam products in North America.  The company reported LTM
revenues of $1.39 billion.


FOAMEX LP: S&P Junks Rating on $175 Mil. Senior Secured Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Foamex L.P.'s proposed $425 million senior secured term loan B,
based on preliminary terms and conditions.

At the same time, Standard & Poor's assigned a '2' recovery
rating, indicating the likelihood of a substantial recovery of
principal in the event of a payment default.

Standard & Poor's also assigned a 'CCC+' rating to the proposed
$175 million senior secured second-lien credit facility, based on
preliminary terms and conditions.

Standard & Poor's assigned a '5' recovery rating to the senior
secured second-lien credit facility, indicating the likelihood of
a negligible recovery of principal in the event of a payment
default.  The bank loan ratings assume that other conditions
precedent to the bank facility becoming effective are satisfied;
the ratings are subject to review once final documentation is
received.

"We expect to assign a 'B' corporate credit rating to the company
if Foamex and its subsidiaries emerge from Chapter 11 bankruptcy
proceedings in February 2007 as currently planned," said
Standard & Poor's credit analyst Robyn Shapiro.

"Also, we expect the outlook to be stable."

Proceeds of about $640 million from debt financing and
$150 million from a rights offering will be used toward paying
pre-bankruptcy liabilities.  Pro forma total adjusted debt at
emergence is expected to be about $720 million.

Standard & Poor's adjusts debt to include capitalized operating
leases and tax-effected underfunded pension and other
postretirement obligations.

Foamex entered voluntary bankruptcy protection on Sept. 19, 2005,
prompted by the company's high leverage combined with a material
decline in operating performance.  Operating performance had
deteriorated because of a significant price increase in the
company's raw materials combined with a bond maturity, lack of
liquidity, and a downturn in one of the company's primary end
markets, the automotive industry.  

However, increased operating efficiencies resulting from
restructuring initiatives and price increases implemented by
management after entering Chapter 11 bankruptcy protection, have
led to a meaningful improvement in operating results over the last
12 months.  Sustained improvement in operating performance despite
potential softening end markets, including housing and automotive,
along with strengthening credit ratios would provide upside
potential for the prospective rating over the intermediate term.

The ratings are based on the exit financing, capital structure,
and other terms and conditions proposed under the company's second
amended joint plan of reorganization for Foamex and its affiliated
debtors and debtors-in-possession filed with the bankruptcy court
on Nov. 27, 2006.  Any material changes in the final plan of
reorganization or significant delays in the emergence process
could result in different ratings.

The anticipated 'B' corporate credit rating on Foamex reflects the
company's exposure to volatility in raw material prices and
economic cycles, customer concentration, pricing and volumes
vulnerable to weak automotive fundamentals in North America, and a
highly leveraged capital structure.  The rating also reflects the
company's leading market share and manageable debt maturity
schedule.

Linwood, Pennsylvania-based Foamex, with 2005 revenue of about
$1.3 billion, is a manufacturer and distributor of flexible
polyurethane and advanced polymer foam products, focused mainly on
North America.


FREESCALE SEMICON: S&P Pares Corp. Credit Rating to BB- from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Freescale Semiconductor Inc. to 'BB-' from 'BB+' and
removed the rating from CreditWatch with negative implications,
where it had been placed on Sept. 11, 2006, after the company's
disclosure that it was considering a business transaction, later
confirmed as a leveraged buyout.

The outlook is negative.

At the same time, Standard & Poor's assigned its term loan and
recovery ratings to Freescale Semiconductor's $4.25 billion senior
secured bank facility.  The facility consists of a
$3.5 billion senior secured term loan and a $750 million revolving
credit agreement.  The term loan and credit facility
are rated 'BB', one notch higher than the corporate credit rating,
with a recovery rating of '1', indicating an expectation of a full
recovery of principal in the event of a payment default.

"The rating actions reflect the company's LBO, which has
materially increased debt leverage while substantially reducing
liquidity and free cash flows," said Standard & Poor's credit
analyst Bruce Hyman.

The ratings on Freescale reflect the company's near-investment
grade business profile, balancing a leverage profile that is high
for the rating level.  The business profile reflects the company's
strong position in its industry, offset by substantial customer
concentration in a cyclical, capital-intensive marketplace. Debt
leverage is high, about 5.6x trailing four
quarters' adjusted EBITDA, with an adequate initial cash balance
of about $600 million.

Freescale is a major supplier to the networking, wireless, and
automotive semiconductor markets.  Most design wins are long-
lived, while the large software content in its products creates
high switching costs for its customers, and substantial barriers
to entry.  However, these markets have experienced substantial
volatility in the past, which could recur, and market shares--
particularly in the wireless handset market--could still fluctuate
materially.

Post-LBO leverage is high for the rating, and is likely to remain
so over at least the next one to two years.  Standard & Poor's  
anticipate that market conditions will be good over the
intermediate term and that sales and profitability growth could
lead to leverage more in line with the rating.

However, industry cycles and market conditions are unpredictable,
and if the expected deleveraging does not take place, the ratings
could be lowered in the interim.  A stable outlook would require
substantial reduction in leverage levels, which is not anticipated
within the next one to two years.


GE CAPITAL: Consistent Losses Prompt Fitch's Junk Ratings
---------------------------------------------------------
Fitch Ratings has taken rating actions on GE Capital's home equity
loan pass-through certificates:

Series 1997-HE1

   -- Classes A4, A5 affirmed at 'AAA';
   -- Class M affirmed at 'BBB';
   -- Class B1 remains at 'C/DR5'.

Series 1997-HE3

   -- Classes A5, A6 affirmed at 'AAA';
   -- Class M downgraded to 'A' from 'AA';
   -- Class B1 downgraded to 'C/DR4' from 'CC/DR4'.

Series 1998-HE1

   -- Classes A6, A7 affirmed at 'AAA';

Series 1998-HE2

   -- Classes A6, A7 affirmed at 'AAA';

Series 1999-HE1

   -- Classes A6, A7 affirmed at 'AAA';
   -- Class M affirmed at 'AA';
   -- Class B1 downgraded to 'BBB' from 'A';
   -- Class B2 downgraded to 'C/DR3' from 'CC/DR3'.

Series 1999-HE2
   
   -- Classes A5, A6 affirmed at 'AAA';

Series 1999-HE3

   -- Classes A5, A6 affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'BBB';
   -- Class B3 downgraded to 'C/DR3' from 'CC/DR4'.

The affirmations, affecting $77.1 million of outstanding
certificates, are due to stable collateral performance and
moderate growth in credit enhancement.

The downgrades, affecting approximately $20.80 million of the
outstanding certificates, reflect the deterioration of credit
enhancement relative to consistent or rising monthly losses.  

As of the October 2006 distribution date, the transactions are
seasoned from 85 to 115 months.  The pool factors range
approximately from 5% to 6%.

The series 1997-HE3 has been experiencing monthly loss of about
$40,000 on average.  As a result, the class B2 has been entirely
written down.  At the current rate of loss, the class B1 bond
($1.6 million) will be entirely written down in about 38 months,
at which time the class M will begin taking losses.

As of the October 2006 distribution, the 60+ delinquencies
represent 12.05% of the mortgage pool, foreclosures and REO
represent 3.45% and 2.58%, respectively.

Fitch is downgrading two bonds from the series 1999-HE1
transaction:

   -- the most subordinate B2 bond from 'CC' to 'C'; and,
   -- the B1 bond from 'A' to 'BBB'.

The B2 bond is currently being written down as a result of monthly
losses.  

Over the past three months, the average monthly loss has been
$128,000.  At this rate, the B2 bond ($4.56 million), which
provides the B1 bond with 11.7% credit enhancement, will be
entirely written down in about 36 months.  Once the B2 bond is
gone, the B1 bond will begin taking losses.  60+ day delinquencies
are at a recent program high of 25%, a portion of which comprises
foreclosures and REO which represent 6.5% of the portfolio.

Fitch is downgrading one bond from the series 1999-HE3
transaction:

   -- the most subordinate B3 bond from 'CC' to 'C'.

The B4 bond which provided CE for the B3 bond has been depleted.
The three month average monthly loss has been about $30,000.  At
this rate, the B2 bond ($6.2 million), which provides the B1 bond
with 9.9% credit enhancement, will be entirely written down in
about 39 months.  The 60+ delinquencies represent 25.41% of the
mortgage pool, foreclosures and REO represent 4.17% and 0.99%,
respectively.

The mortgage loans consist of fixed- and adjustable-rate, closed-
end home equity mortgage loans, secured by residential properties
which have original terms to maturity of 15 or 30 years.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


GEOKINETICS INC: Moody's Rates $100 Mil. Senior Sec. Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and probability of default rating to Geokinetics Inc., and an
SGL-3 speculative liquidity rating.

Moody's also assigned a B3, LGD4 rating to Geokinetics' proposed
offering of $100 million second priority senior secured floating
rate notes due 2012.

The outlook is stable.

Proceeds from the notes will be used to retire an existing
$100 million senior loan.

Simultaneously with the closing of the notes offering, Geokinetics
will retire a $55 million subordinated loan with the proceeds of
the sale of convertible preferred stock.

Furthermore, the company plans to enter into a new $30 million
senior secured first lien bank credit facility to replace its
existing $12 million senior secured revolver.  The bank facility
will consist of a $20 million revolver and a $10 million capital
expenditure facility.  

The assigned ratings assume these transactions occur as expected
and are subject to a review of the final documents and terms.  

The SGL-3 liquidity rating indicates adequate liquidity over the
next four quarters from a combination of up-cycle cash flow,
available bank borrowing capacity under the proposed facility, and
good covenant coverage; offset by the volatile nature of the
seismic sector where EBITDA can rapidly decline in market
downturns.

"The B3 rating primarily reflects Geokinetics high leverage and
small scale combined with operating in the seismic sector,
arguably the most cyclical and competitive sector in oilfield
services," commented Pete Speer, Moody's Vice-President/Senior
Analyst.

Geokinetics:

   -- has total assets of $269 million at Sept. 30, 2006,
      compared to much larger and better capitalized seismic
      competitors like Western GECO, CGG/Veritas and PGS;

   -- high leverage even with the preferred stock which will be
      subordinate to the notes but mandatorily redeemable in
      2014, and therefore Moody's treats the preferred as being
      75% debt and 25% equity;

   -- the inherent challenges and risks of integrating the Trace
      Energy and Grant Geophysical acquisitions that have more
      than tripled its size in less than a year; and,

   -- the extreme cyclicality of the seismic business, which
      historically has been the last to benefit when market
      conditions strengthen and the first to decline when the
      market weakens.

Both legacy Geokinetics and Grant have undergone debt
restructurings in 2003, highlighting the challenges faced in this
sector of oilfield services.

The ratings are supported by Geokinetics' substantial market
position in land and transition zone focused seismic data
acquisition services, where the company believes it is currently
the third largest player worldwide.

The September 2006 acquisition of Grant strengthened Geokinetics'
business profile by diversifying the company into international
markets, balancing its portfolio with more exposure to oil E&P
activity and providing increased size.  Grant's international
operations bring relationships with national oil company's, who
tend to plan longer term and are less commodity price sensitive in
their E&P activities, enhancing stability albeit with increased
political risks.

The ratings and stable outlook are also supported by a
$324 million committed backlog that provides strong visibility
through 2007 and Moody's expectation that market conditions will
remain supportive, although they may soften in the latter half of
2007 depending on commodity prices.

Moody's notes that customers can cancel seismic contracts with
only minor penalties, so the backlog supports but does not lock in
future cash flows and profitability.

Geokinetics has full leverage for the B3 rating, and Moody's
believes that the company's capital structure does not provide
much room to weather the cyclical nature of the business.  
Therefore there is limited near term upside in the rating.

Management is contemplating issuing equity in 2007, which would
provide additional funding for planned growth capital expenditures
and/or a possible redemption of a portion of the notes.  If the
equity offering exceeds $75 million and $35.00 per share, the
company can force conversion of the preferred stock into common,
further improving its financial leverage.  The issuance of equity
with a meaningful reduction in debt would strengthen the company
within the present rating and provide more flexibility in the
event of weaker market conditions.

Ratings could be pressured if Geokinetics were to increase its
leverage through debt funded acquisitions and/or aggressive growth
capital expenditures.  Although the bank credit facility, notes
and preferred stock mature in five years or more, a significant
deterioration in market conditions could dramatically decrease
EBITDA and cash flows. Under that scenario, Geokinetics could
possibly violate credit facility debt covenants and face other
difficulties that could result in a negative outlook or rating
downgrade.

Geokinetics Inc., headquartered in Houston, Texas, is a global
provider of land based and transition zone seismic data
acquisition and processing services for oil and gas exploration
and production companies and seismic data library companies.


GEOKINETICS INC: S&P Junks Rating on $175 Million Senior Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Houston, Texas-based seismic company Geokinetics
Inc.

At the same time, Standard & Poor's assigned its 'CCC+' rating and
'3' recovery rating to Geokinetics' $175 million senior secured
second-lien credit facility.

Proceeds from the note offering will be used to refinance existing
debt raised fund the company's recent acquisition of seismic
provider Grant Geophysical Inc. in September 2006.

Pro forma for the transaction, Geokinetics will have $163 million
in adjusted debt.

"The ratings on Geokinetics reflect participation in the
historically cyclical land seismic acquisition business, an
acquisitive growth strategy, and a highly leveraged financial risk
profile," said Standard & Poor's credit analyst Jeffrey B.
Morrison.

"More specifically, the ratings incorporate our concerns regarding
cash flow durability through the oil and gas spending cycle
despite a favorable near-term industry outlook," said Mr.
Morrison.


GLOBAL POWER: Closes $85 Million DIP Financing Credit Facility
--------------------------------------------------------------
Global Power Equipment Group Inc. closed on its $85 million in
debtor-in-possession credit facility from Morgan Stanley Senior
Funding Inc., which had provided the company with a preliminary
commitment on Nov. 21, 2006.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Global Power will apply the proceeds of the new DIP credit
facility to refinance Global Power's existing senior secured
revolving debt and term loan, as well as its previously announced
interim DIP credit facility of $10 million arranged by Bank of
America.  In addition, the company will use the new DIP credit
facility as additional liquidity in support of ordinary course
business operations.

"Our receipt of this new credit facility constitutes a significant
milestone that Global Power has achieved as we focus on moving
forward as expeditiously as possible in our reorganization
process," John Matheson, President and Chief Executive Officer of
Global Power, said.  "Going forward, we will continue to
concentrate on serving our customers and positioning the Company
across our key markets."

"We are pleased with our new DIP credit facility, which will help
provide us with adequate levels of financing to stabilize our
operations and meet customer needs," Michael Hanson, Chief
Financial Officer of Global Power, said.  "At the same time, by
refinancing our interim DIP and previous revolving debt and term
loans, this new credit facility has also streamlined and brought a
greater level of clarity to our debt structure."

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and auxiliary
equipment primarily used to enhance the efficiency and facilitate
the operation of gas turbine power plants as well as for other
industrial and power-related applications.  The Company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A., represent
the Debtors.  The Official Committee of Unsecured Creditors
appointed in the Debtors' cases has selected Landis Rath & Cobb
LLP as its counsel.  As of Sept. 30, 2005, the Debtors reported
total assets of $381,131,000 and total debts of $123,221,000.  The
Debtors' exclusive period to filed a chapter 11 plan expires on
Jan. 26, 2007.


GSMPS' MORTGAGE: Fitch Holds Low-B Ratings on Three Certificates
----------------------------------------------------------------
Fitch Ratings affirms GSMPS' Mortgage Loan Trusts, mortgage pass-
through certificates:

   * GSMPS Mortgage Loan, series 1998-1

      -- Class A at 'AAA'; and,
      -- Class M at 'A+'.

   * GSMPS Mortgage Loan, series 1998-2

      -- Class A at 'AAA'; and,
      -- Class M 'AA-'.

   * GSMPS Mortgage Loan, series 1998-3

      -- Class A at 'AAA'; and,
      -- Class M at 'A+'.

   * GSMPS Mortgage Loan, series 1998-4

      -- Class A at 'AAA'; and,
      -- Class M at 'A+'.

   * GSMPS Mortgage Loan, series 1998-5

      -- Class A at 'AAA'; and,
      -- Class M at 'AA'.

   * GSMPS Mortgage Loan, series 1999-1

      -- Class A at 'AAA';
      -- Class B-1 at 'AAA';
      -- Class B-2 at 'AA+';
      -- Class B-3 at 'A+';
      -- Class B-4 at 'BBB+'; and,
      -- Class B-5 at 'BB'.

   * GSMPS Mortgage Loan, series 1999-2

      -- Class A at 'AAA'; and,
      -- Class M at 'A'.

   * GSMPS Mortgage Loan, series 1999-3

      -- Class A at 'AAA'; and,
      -- Class M at 'A+'.

   * GSMPS Mortgage Loan, series 2000-1

      -- Class A at 'AAA'; and,
      -- Class M at 'A'.

   * GSMPS Mortgage Loan, series 2001-1

      -- Class B-1 at 'AA+'
      -- Class B-2 at 'A+';
      -- Class B-3 at 'BBB+';
      -- Class B-4 at 'BB+'; and,
      -- Class B-5 at 'B'.

   * GSMPS Mortgage Loan, series 2001-2

      -- Class A at 'AAA'; and,
      -- Class M at 'AA-'.

   * GSMPS Mortgage Loan, series 2002-1

      -- Class A at 'AAA'.

The underlying collateral for these transactions consists of
mortgage loans insured by the Federal Housing Administration and
partially guaranteed by the Department of Veterans Affairs or the
Rural Housing Service.  The mortgage loans are secured by first
liens on one- to four-family residential real properties and had
been contractually delinquent at origination.  The mortgage loans
were purchased by Goldman Sachs from various sellers and are being
serviced by various entities.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$336.1 million of outstanding certificates.  As of the
November 2006 remittance period, the trusts are seasoned from a
range of 37 to 102 months and the pools factors range from
approximately 10% to 33% outstanding.

Fitch will continue to closely monitor these transactions.


GTSI CORP: Nasdaq Sets January 9 as Financials Filing Deadline
--------------------------------------------------------------
GTSI Corp. received a letter from the NASDAQ Listing
Qualifications Panel stating that the Company has been granted
until Jan. 9, 2007 to file its Form 10-Q for the quarter
ended June 30, 2006, its Form 10-Q for the quarter ended
Sept. 30, 2006, and the amended Form 10-K's and Form 10-Q's
containing all required restatements of financial statements.

"We are pleased that NASDAQ has granted the extension until
Jan. 9, 2007," GTSI president and chief executive officer Jim Leto
said.  

"Despite being incredibly close to completing this process, the
Company and its independent auditors need additional time to
complete the necessary work. We are eager to have this matter
completed and thankful to our investors, customers, and employees
for their loyalty and support during this period."

It is anticipated that the filing of the restatements of financial
statements for fiscal years 2003, 2004 and 2005, and the quarter
ended March 30, 2006, as well as the quarterly filings for the
quarters ended June 30, 2006 and Sept. 30, 2006 will be completed
in December.

Headquartered in Northern Virginia, GTSI Corp. (NASDAQ: GTSI) --
http://www.GTSI.com/-- is an information technology product and  
solutions provider, combining products and services to produce
solutions that meet government's evolving needs.  For more than
two decades, GTSI has focused exclusively on Federal, State, and
Local government customers worldwide, offering a broad range of
products and services, an extensive contract portfolio, flexible
financing options, global integration and worldwide distribution.
GTSI's Lines of Business incorporate certified experts and deliver
exceptional solutions to support government's critical
transformation efforts.  Additionally, GTSI focuses on systems
integrators on behalf of government programs.

                        Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about GTSI Corp.'s
ability to continue as a going concern after auditing the
company's 2004 and 2005 financials.  The auditors pointed to the
company's net losses and covenant defaults as of Jan. 31, 2006.


GUESS? INC: Improved Performance Cues S&P's to Lift Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Los
Angeles-based specialty apparel retailer Guess? Inc. to 'BB' from
'BB-'.

The outlook is positive.

The upgrade comes after the report that Guess? Royalty Finance
LLC, an indirect wholly owned subsidiary of Guess?, will redeem
all of the outstanding 6.75% secured notes due 2012, plus accrued
and unpaid interest and a redemption premium, for cash on
Dec. 20, 2006.

"The upgrade also reflects Guess?' improved operating performance
in the past three years and increased geographic diversity," said
Standard & Poor's credit analyst Diane Shand.
     
The ratings on Guess? reflect the inherent volatility of the
apparel industry, the company's highly competitive market segment,
and the fashion sensitivity of its core market.

Offsetting these risks are the company's well-recognized brand
name, improving operating results, strengthening credit protection
measures, and geographic diversity.

Guess? designs, markets, and distributes a collection of casual
apparel under the Guess? umbrella brand name.  The brand
originated in the early 1980s and has remained a good competitor
in the apparel industry despite an increasingly crowded market. In
its core 15-25 age group, Guess? competes with The Gap,
Abercrombie & Fitch, DKNY, Calvin Klein, Polo Jeans, and Tommy
Hilfiger U.S.A. Inc., among others.  This age group tends to be
more unpredictable than older shoppers in its use of discretionary
spending on apparel, especially in the more fashionable segments
in which Guess? competes.  

Because of the continual challenge of being on target with the
right fashions each season, the company has experienced high
earnings volatility.
     
Consumer response to Guess?' product repositioning has been good.
Same-store sales have been strong since the second quarter of
2003, and the wholesale business sales comparisons turned positive
year-over-year in the fourth quarter of 2003.  The company has
also done well with its newer concepts, MARCIANO and Guess
Accessories.

Guess?' operating results have followed an upward trend for almost
past three years.  The operating margin increased to 24.3% in the
12 months ended Sept. 30, 2006, from 20.4% a year earlier, due to
sales leverage, a shift in mix toward higher-margin European
revenues, more full-price selling, and good cost controls.  
Currently, Europe is the largest contributor to the company's
results, generating nearly a third
of revenues and more than half of operating profit in the 2006
third quarter, with North America and worldwide licensing
accounting for the remainder.

Cash flow protection measures have strengthened as a result of
better operating performance and debt reduction and are strong for
the rating category.  EBITDA interest coverage increased to 6.7x
for the 12 months ended Sept. 30, 2006, from 4.7x in the year-ago
period, while funds from operations to total debt increased to 41%
from 30%.


GULFMARK OFFSHORE: Sells 2 Million Shares to Jefferies & Company
----------------------------------------------------------------
GulfMark Offshore Inc. agreed to issue and sell 2,000,000 shares
of its common stock to Jefferies & Company Inc. at a price of
$38.50 per share.  GulfMark has also granted Jefferies & Company
an option to acquire an additional 300,000 shares to cover
overallotments.  The shares are being resold by Jefferies &
Company to the public under a shelf registration statement.

GulfMark estimates that it will receive net proceeds from this
offering of $76.9 million ($88.4 million if the underwriter
exercises its overallotment option in full), after deducting
estimated offering expenses of $150,000 payable by it.  GulfMark
intends to use those net proceeds to repay amounts borrowed under
its existing credit facility and for general corporate purposes,
which may include funding of its new vessel construction program
and the acquisition of other vessels.

The offering is being made only by means of a prospectus and
related prospectus supplement, a copy of which may be obtained
from:

     Jefferies & Company, Inc.
     Attention: Prospectus Department
     520 Madison Avenue
     New York, New York 10022

Headquartered in Houston, Texas, Gulfmark Offshore Inc. --
http://www.gulfmark.com/-- together with its subsidiaries,    
provides offshore marine services primarily to companies involved
in offshore exploration and production of oil and natural gas.
The majority of the company's operations are in the North Sea with
the balance offshore Southeast Asia and the Americas.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Gulfmark Offshore Inc. to 'B+' from 'BB- and the
company's senior unsecured rating to 'B' from 'B+'.  Outlook was
revised to stable from negative.


HARD ROCK: Las Vegas Hotel Sale Cues S&P to Hold Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings on
Hard Rock Hotel Inc., including its 'B+' corporate credit rating,
remain on CreditWatch with developing implications where they
were placed on Feb. 22, 2006, after the company's disclosure that
its owner, Peter Morton, had agreed to sell the Hard Rock
Hotel & Casino in Las Vegas to Morgans Hotel Group Co. for
$421 million, which is subject to a number of adjustments.

At Sept. 30, 2006, there was $189 million of debt outstanding.

In resolving its CreditWatch listing, Standard & Poor's will
monitor the situation as it develops.  Should the company's
outstanding bonds be fully redeemed, Standard & Poor's would
withdraw its ratings and remove them from CreditWatch.  

However, should some or all of the notes remain outstanding under
a more highly leveraged capital structure, ratings could be
lowered.


HARTCOURT COS: Restates 2005 Quarter Ended August 31 Financials
---------------------------------------------------------------
The Hartcourt Companies Inc. has amended its quarterly report on
Form 10-Q for the three months ended Aug. 31, 2005, reflecting
improper accounting of certain transaction and presentation in the
in the company's financial statements subsequent to the issuance
of the company's financial statements for the year ended Dec. 31,
2003.

During the year ended Dec. 31, 2003, the company, through
Hartcourt Capital Inc., a subsidiary, acquired four Chinese
companies located and operated in China.  The company has restated
its financial statements based on the subsequent appraisal of the
fair value of the four companies at each acquisition date.  

Kabani & Company Inc., Certified Public Accountants, has audited
the consolidated financial statements for the year ended Dec. 31,
2003, after the restatements, and expressed their opinion "the
financial statements referred to above present fairly, in all
material respects, the financial position of the Hartcourt
Companies, Inc. as of Dec. 31, 2003, in conformity with accounting
principals generally accepted in the United States of America."  

On Aug. 9, 2006, the company filed an amendment to its Form 10-KSB
for the year ended Dec. 31, 2003, with United States Securities
and Exchange Commission to reflect the changes.   

The changes required corresponding adjustments to the financial
statements for the year ended Dec. 31, 2004, the transitional
period ended May 31, 2005, and subsequently filed reports on
Form 10-Q.  As a result, on Oct. 10, 2006, the company amended

   a) its annual report on Form 10-KSB for the twelve months ended
      Dec. 31, 2004; and

   b) its annual report on Form 10-K for the five month
      transitional period ended May 31, 2005.

                    Restated Financial Results

The company's balance sheet at Aug. 31, 2005, as restated, showed
total assets of $15,146,504, minority interests of $598,453, total
liabilities of $8,899,287, and total shareholders' equity of
$5,648,764.

For the three-month periods ended Aug. 31, 2005, the company
reported a $31,534 net income on net sales of $10,768,764,
compared to a $2,847,967 net loss on $18,853,877 of net sales
for the three month periods ended Aug. 31, 2004.

A full-text copy of the company's restated financial report is
available for free at http://researcharchives.com/t/s?1668

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Kabani & Company Inc. expressed substantial doubt about The
Hartcourt Companies Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the
transition period ended May 31, 2005.  The auditing firm pointed
to the company's accumulated deficit of $64,874,414 and negative
cash flow from operations amounting $1,256,734 at May 31, 2005.

                 About The Hartcourt Companies Inc.

The Hartcourt Companies Inc. is a business development and
investment holding company specializing in the Chinese Information
Technology market.


HOLYOKE HOSPITAL: Fitch Holds BB+ Rating on $11.4 Million Bonds
---------------------------------------------------------------
Fitch affirms the 'BB+' rating on the $11,410,000 Massachusetts
Health and Educational Facilities Authority, Holyoke Hospital
Issue, series B of 1994.

The Rating Outlook is revised to Stable from Negative.

Fitch analyzed the financial statements of Valley Health System,
Inc. and Affiliates; the parent and sole corporate member of
Holyoke Hospital.

Holyoke Hospital is the only entity obligated for the series B
bonds and accounted for 93.6% of VHS's operating revenue in fiscal
2005.

The Stable Rating Outlook and rating affirmation are primarily
based on VHS's stabilized operating performance.

VHS reported a breakeven operating margin in fiscal 2005 after
negative operating performance in fiscal years 2003 and 2004 and
is expecting breakeven operating performance for fiscal 2006.
Through the first 11 months of fiscal 2006, hospital only
operating performance was a profitable $729,000.

In order to remain at the current rating level, Fitch expects VHS
to remain profitable and for liquidity levels to remain at or
above current levels.  Any decline in VHS's current financial and
operational position will result in negative rating pressure.  If
VHS is able to improve liquidity indicators and achieve positive
operating margins, upward movement of the rating may occur.

The rating is supported by additional funding from the state and a
growing medical staff.  Holyoke is considered an essential
community provider by the state and receives additional state
funding to offset the level of uncompensated care provided to the
community.  In fiscal years 2005 and 2006, Holyoke received
payments of approximately $3 million from the state's
uncompensated care pool with an additional $3.9 million expected
for fiscal year 2007. Holyoke also benefited from one-time
$2.1 million and $3.6 million allocations in state-appropriated
distressed provider funds.

The state has established a grant process for these funds and
Holyoke's financial profile and payor mix provided the hospital
with an additional $3.25 million in funding for fiscal 2007
through this grant process.  However, future allocation of state
funds from this pool is uncertain.  Holyoke has successfully
recruited new physicians to its medical staff which should support
growing patient volumes.  Recent patient volumes have been flat,
but consistent with trends seen across the region.

Credit concerns include light liquidity, high average age of plant
and a vulnerability to governmental payors.  At fiscal 2005,
liquidity was low with 46.5 days cash on hand and 68.3% cash to
debt.  Unrestricted cash has dropped to $13.57 million at fiscal
2005, from $15.7 million at fiscal 2003, but has grown compared to
fiscal 2004.  Fitch expects the level of unrestricted cash for the
system to increase to approximately $18 million at fiscal 2006.

According to management, the system had over $18 million in
unrestricted cash at Aug. 31, 2006.  Despite recent capital
investments, VHS maintains an extremely high average age of plant
of 16.2 years at fiscal 2005.  Medicaid accounted for 18.6% of
gross patient revenue in fiscal 2005, which is very high when
compared to the rest of Fitch's portfolio and exposes VHS to
possible future reimbursement constraints.

Valley Health System, Inc. is located in Holyoke, Massachusetts   
and is comprised of Holyoke Hospital and other healthcare
entities.  In fiscal 2005, VHS reported total operating revenues
of approximately $114.9 million.  VHS covenants to provide
quarterly and annual financial information to the trustee and to
bondholders upon request.

However, the documents governing the rated issue predate Rule
15c2-12 and VHS does not disclose any financial information to the
Nationally Recognized Municipal Securities Information
Repositories which Fitch views negatively.  Fitch considers
disclosure of annual and quarterly financial information to the
NRMSIRS and to any appropriate state information depository,
whether voluntary or mandatory, to be a management 'best practice'
and the industry standard.


INLAND FIBER: Court Extends Removal Period to January 15
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Jan. 15, 2007, the period within which Inland Fiber Group
LLC may file notices of removal with respect to pending
prepetition civil actions.

As reported in the Troubled Company Reporter on Oct. 30, 2006, the
Debtors had informed the Court that they are parties to state
court action involving, among other things, the Debtors'
$225 million 9-5/8% unsecured senior notes due 2007.  The Debtors
told the Court that the extension will give them more time to
confirm and consummate their plan of reorganization through
resolving the pending actions.

Headquartered in Klamath Falls, Oregon, Inland Fiber Group LLC,
aka U.S. Timberlands Klamath Falls LLC, and its affiliate Fiber
Finance Corp., grow trees and sell logs, standing timber, and
timberland.  The Debtors filed a chapter 11 petition on Aug. 18,
2006 (Bankr. D. Del. Case Nos. 06-10884 & 06-10885).  William P.
Bowden, Esq. at Ashby & Geddes P. A. and Glenn E. Siegal, Esq. at
Dechert LLP represent the Debtors in their restructuring efforts.
The Hon. Kevin J. Carey has confirmed Inland Fiber Group, LLC, and
its debtor-affiliates' chapter 11 plan of reorganization.  When
the Debtors filed for protection from their creditors, Inland
Fiber reported $81,890,311 in total assets and $264,433,754 in
total liabilities while its debtor-affiliate, Fiber Finance,
disclosed $1,048 in total assets and $263,074,983 in total debts.  
Judge Carey confirmed the Debtors' Plan of Reorganization on
November 2006.


INTELSAT LTD: Sept. 30 Balance Sheet Upside-Down by $494.6 Million
------------------------------------------------------------------
Intelsat Ltd. incurred a $172.5 million net loss on $528.4 million
of net revenues for the three months ended Sept. 30, 2006,
compared to a $54.5 million net loss on $293.5 million of net
revenues for the same period in 2005.  The increase of net loss
was primarily due to the acquired operations of PanAmSat Holdco,
and the net lower impairment charge and lower professional fees
expenses in 2006 due to the one-time costs incurred in 2005
associated with the Acquisition Transactions.

At Sept. 30, 2006, the company's balance sheet showed $12.4
billion in total assets and $12.9 billion in total liabilities,
resulting in a $494.6 million stockholders' deficit.

At Sept. 30, 2006, the company had approximately $381 million of
expenditures remaining under existing satellite construction
contracts and satellite launch contracts.  Satellite launch and
in-orbit insurance contracts related to future satellites to be
launched are cancelable up to thirty days prior to the satellite's
launch.  As of Sept. 30, 2006, the company did not have any non-
cancelable commitments related to existing launch insurance or in-
orbit insurance contracts for satellites to be launched.

The company expects its most significant cash outlays for the
remainder of 2006 to be the payment of interest on our outstanding
debt and, to a lesser extent, capital expenditures.  The company
plans to spend approximately $85 million throughout the remainder
of 2006 for capital expenditures.  The company intends to fund
these requirements through cash on hand, cash provided by
operating activities and, if necessary, borrowings under the new
senior secured credit facilities entered into by Intelsat Sub
Holdco and the amended and restated credit facilities entered into
by Intelsat Corp., in connection with the PanAmSat Acquisition
Transactions.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1694

Intelsat, Ltd. -- http://www.intelsat.com/-- offers telephony,  
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for high-
quality connections, global reach and reliability.


INTERSTATE BAKERIES: Wants Board Affirmed; Brencourt Suit Enjoined
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of Missouri to constitute their Board to consist of the nine
individuals currently serving as directors of the company:

   1. Michael Anderson,
   2. Robert Calhoun,
   3. Frank Horton,
   4. G. Kenneth Baurn,
   5. Ronald Thompson,
   6. Leo Banatar,
   7. Richard Metrick,
   8. William Mistretta, and
   9. David Weinstein.

The Debtors also ask the Court to enjoin Brencourt Advisors LLC
from prosecuting the Delaware Action.  The Debtors believe that
the continued prosecution of the Delaware Action may interfere
with the Court's jurisdiction to constitute the Board.

As reported in the Troubled Company Reporter, Brencourt Advisors
has filed a lawsuit in the Delaware Court of Chancery to compel
the Debtors to hold a shareholders' meeting to elect new directors
of the company.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that for companies not in
bankruptcy, corporate governance is solely the province of
shareholder democracy.  The shareholders elect directors who owe
fiduciary duties solely to them and the corporation.

When a company becomes a debtor, the directors' fiduciary duties
expand to encompass creditors, Mr. Ivester contends.  The
parochial concerns of shareholders, who compete with the
corporation's creditors, give way to the best interest of the
estate.

If there is a dispute between the shareholders and the debtor or
the creditors, the bankruptcy court will determine what is in the
estate's best interests, Mr. Ivester points out.

Mr. Ivester asserts that Brencourt's Delaware Action delays
completion of the Debtors' reorganization and provide Brencourt
with leverage it needs to "create" some value for its equity
stake in the company.

Brencourt has not, and cannot, identify any compelling need to
unseat the Board, Mr. Ivester argues.  There is no suggestion
that equity holders have been disenfranchised nor can Brencourt
identify any misconduct by the current Board, Mr. Ivester says.

The Delaware legislature has recognized, Mr. Ivester continues,
that if a corporation is in bankruptcy and the parties cannot
otherwise agree, the bankruptcy court has the power to prevent
the equity holders, who are at the bottom of the bankruptcy
priority scheme, from using the mechanisms of corporate
governance to derail a company's reorganization efforts.

The Debtors assert that they are at a critical juncture, and a
change of control of the Board at the insistence of a
constituency that may well be out of the money is not in the best
interest of their estates.  The Debtors' Chapter 11 cases have
lasted longer than hoped, and the fact that they are still in
bankruptcy is seriously eroding their financial performance, Mr.
Ivester notes.

Mr. Ivester informs the Court that the Board, with input from all
constituent groups, is making every effort for the Debtors to
emerge from bankruptcy as soon as it is practical to do so,
including:

   -- searching for a new chief executive officer,
   -- finalizing a five-year business plan,
   -- exploring exit financing alternatives, and
   -- considering potential value-maximizing asset sales.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Says Brencourt Suit Threatens Reorganization
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
injunctive relief to enjoin Brencourt Advisors LLC from
prosecuting an action seeking to convene a shareholder
meeting for the purpose of effectuating a replacement of the
company's current board of directors.  Brencourt filed its
complaint in the Delaware Court of Chancery.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, argues that the Delaware Action should not
be permitted to proceed because it will seriously threaten the
Debtors' ability to reorganize by:

   (1) disrupting management and hindering the Debtors' search
       for a new chief executive officer;

   (2) creating a default under the DIP Financing Facility;

   (3) causing the Debtors to lose customers, or at the least
       making it extremely difficult to garner new customers,
       recover lost sales, or increase sales to existing
       customers;

   (4) causing vendors to tighten credit terms;

   (5) making it highly likely that the Debtors will not be able
       to file their outstanding financial reports in time to
       stop the Securities and Exchange Commission from
       deregistering Interstate Bakeries Corporation's common
       stock; and

   (6) increasing the Debtors' losses of key employees.

Mr. Ivester contends that the prosecution of the Delaware Action
will also occupy an inordinate amount of the Board and the
management's time and focus that could more productively be spent
on the reorganization effort to benefit all constituencies.

In addition, important deadlines are looming, including the
Debtors' exclusive period to file a plan, which will expire on
January 31, 2007.

Mr. Ivester relates that the Steering Committee for the Debtors'
prepetition lenders has informed the Debtors that if Brencourt
succeeds, it will move to terminate the Debtors' Exclusive Period
for Plan Filing and the appointment of a Chapter 11 trustee and
will withdraw its consent to the use of the Debtors' cash
collateral.

Moreover, the Debtors are parties to Management Continuity
Agreements with certain key senior executives and changes in the
Board would constitute a change in control under those
Agreements.  If any of the executives is terminated within two
years from the date of change, significant claims under the
Agreements may be triggered, Mr. Ivester says.

Hence, the Debtors ask the Court to enjoin Brencourt from
prosecuting the Delaware Action.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


JP MORGAN: S&P Assigns Low-B Ratings on $79 Million Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-LDP9's $4.87 billion commercial mortgage pass-through
certificates series 2006-LDP9.

The preliminary ratings are based on information as of
Dec. 6, 2006.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-1S, A-2,
A-2S, A-3, A-3S, A-4, A-1A, X, A-M, A-MS, A-J, A-JS, B, B-S, C, C-
S, D, and D-S are currently being offered publicly.

Standard & Poor's analysis of the portfolio determined that, on a
weighted average basis, the pool has a debt service coverage of
1.43x, a beginning LTV of 104.1%, and an ending LTV of 99.4%.  The
rated final maturity date for these certificates is May 2047.
    
                    Preliminary Ratings Assigned

              J.P. Morgan Chase Commercial Mortgage
                     Securities Trust 2006-LDP9
    
                                                   Recommended
                                     Preliminary     credit
  Class                Rating          amount        support
  -----                ------        -----------   -----------
  A-1                  AAA           $59,515,000    30.000%
  A-1S                 AAA          $129,763,000    30.000%
  A-2                  AAA          $141,632,000    30.000%
  A-2S                 AAA          $575,000,000    30.000%
  A-3                  AAA        $1,613,329,000    30.000%
  A-3S                 AAA          $145,260,000    30.000%
  A-4                  AAA           $50,000,000    30.000%
  A-1A                 AAA          $697,663,000    30.000%
  X*                   AAA        $4,874,518,838       N/A
  A-M                  AAA          $366,020,000    20.000%
  A-MS                 AAA          $121,432,000    20.000%
  A-J                  AAA          $320,267,000    11.250%
  A-JS                 AAA          $106,253,000    11.250%
  B                    AA            $73,204,000     9.250%
  B-S                  AA            $24,287,000     9.250%
  C                    AA-           $22,876,000     8.625%
  C-S                  AA-            $7,589,000     8.625%
  D                    A             $50,328,000     7.250%
  D-S                  A             $16,697,000     7.250%
  E                    A-            $41,177,000     6.125%
  E-S                  A-            $13,661,000     6.125%
  F                    BBB+          $41,177,000     5.000%
  F-S                  BBB+          $13,661,000     5.000%
  G-S                  BBB           $12,144,000     4.000%
  H                    BBB-          $45,753,000     2.750%
  H-S                  BBB-          $15,179,000     2.750%
  J                    BB+           $18,280,000     2.375%
  K                    BB            $18,279,000     2.000%
  L                    BB-           $12,186,000     1.750%
  M                    B+            $12,187,000     1.500%
  N                    B              $6,093,000     1.375%
  P                    B-            $12,186,000     1.125%
  NR                   NR            $54,838,838       N/A
        
           * Interest-only class with a notional amount.
                      N/A -- Not applicable.            
                         NR -- Not rated.


K-TEL INT'L: Sept. 30 Balance Sheet Upside-Down by $12.3 Million
----------------------------------------------------------------
K-tel International Inc. reported a $355,000 net loss on $888,000
of net sales for the first quarter ended Sept. 30, 2006, compared
with a $264,000 net loss on $1.2 million of net sales for the same
period in 2005.

The decrease in sales is primarily due to reduced domestic music
revenue.  The increase in net loss is attributable to the decrease
in sales and the $52,000 increase in interest expenses.

At Sept. 30, 2006, the company's balance sheet showed $3.1 million
in total assets, and $15.4 million in total liabilities, resulting
in a $12.3 million total stockholders' deficit.

At Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $2.7 million in total current assets
available to pay $15.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the first quarter ended Sept. 30, 2006, are
available for free at:

               http://researcharchives.com/t/s?1695

                        Going Concern Doubt

Grant Thornton LLP, in Minneapolis, Minnesota, raised substantial
doubt about K tel International Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the fiscal year ended June 30, 2006 and 2005.  The auditing
firm pointed to the company's significant recurring losses from
operations and net working capital deficit

                About K-tel International Inc.

K-tel International Inc.'s principal activity is to license its
music catalog internationally and market entertainment products
through retail and direct response marketing channels in the
United States and Europe.  It operates through two segments: Music
and Licensing.  The Music segment consists primarily of the sale
of pre-recorded music both from the company's music master catalog
and under licenses obtained from other record companies.  In the
Licensing segment, the company licenses the rights to its master
music catalog to third parties worldwide for use in albums, films,
television programs and commercials.  


LIBERTY MEDIA: Intends to Swap News Corp. Stake with DirectTV
-------------------------------------------------------------
Liberty Media Corp. said it plans to exchange its stake in News
Corp. for 39% of DirectTV Group Inc., Cecile Daurat of Bloomberg
News reports.

Greg Maffei, Liberty Media's chief executive officer, told
Bloomberg that the company is holding talks about some
alternatives including DirectTV.  "One of the appeals of DirectTV
is there's a lot of financial flexibility," Mr. Maffei said.

If a deal is reached, Liberty Media might reduce its stake in
DirectTV to as small as 21.5%, Mr. Maffei further said in the
report.  Liberty Media, Mr. Maffei added, could keep the stake or
seek full control of the business, which would minimize taxes.

The New York Times relates that the parties has reached an
$11 billion deal that includes News Corp.'s stake in DirectTV.

                         Time Warner Stake

Mr. Maffei also mentioned in the report about the ongoing talks
about swapping Liberty Media's stake in Time Warner Inc. for Time
Warner assets, including Atlanta Braves.

The Atlanta Braves talks, Mr. Maffei said, are difficult by
baseball ownership rules.  Mr. Maffei added that a Braves deal
with Time Warner in which Liberty Media has a 4% stake, wouldn't
"move the needle" too much for Liberty.

                         About News Corp.

News Corporation is a diversified international media and
entertainment company with operations in eight industry segments:
filmed entertainment; television; cable network programming;
direct broadcast satellite television; magazines and inserts;
newspapers; book publishing; and other.  The activities of News
Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the
Pacific Basin.

                       About Liberty Media

Based in Englewood, Colorado, Liberty Media Corporation (NASDAQ:
LINTA, LCAPA) -- http://www.libertymedia.com/-- owns a broad  
range of electronic retailing, media, communications and
entertainment businesses and investments.  Its businesses include
some of the world's most recognized and respected brands and
companies, including QVC, Encore, Starz, IAC/InterActiveCorp,
Expedia and News Corporation.  The company was a subsidiary of
AT&T, which had acquired former parent Tele-Communications, Inc.,
in 1999.  In 2001 AT&T spun off Liberty Media as part of the phone
giant's plan to split its empire into several companies.  Liberty
Media completed a spin off of its own in 2004 by separating its
international assets into a new company.  The firm is chaired by
former TCI head John Malone.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's affirmed Liberty Media LLC's Ba2 Corporate Family and
senior unsecured ratings following Liberty's establishment of a
new $1.75 billion credit facility at QVC, Inc., Liberty's primary
operating subsidiary.  Moody's said the rating outlook was changed
to negative from stable.


MASTR: Weaker-Than-Expected Performance Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-7 and M-8 certificates issued by MASTR Second Lien Trust
2006-1 and placed them on CreditWatch with negative implications.

At the same time, the ratings on three other classes were placed
on CreditWatch negative.  Concurrently, the ratings on four other
classes from the same transaction were affirmed.

The downgrades and CreditWatch placements reflect weaker-than-
expected collateral pool performance.  In the past five months,
monthly net losses have consistently outpaced excess interest cash
flow.  Although the transaction is only nine months seasoned, it
has incurred $10.791 million in cumulative realized losses since
July 2006.  This unfavorable performance trend has
reduced overcollateralization to $5.248 million from a high of
$10.717 million in June 2006.

As of the November 2006 remittance report, the O/C amount was
1.62%, or $5.248 million of the original pool balance, which is
well below its target of 6.15%, or $19.868 million.  Furthermore,
$8.478 million of the pool is seriously delinquent, which strongly
suggests that this negative performance trend could continue.

Standard & Poor's will continue to closely monitor the performance
of the certificates with ratings on CreditWatch.  If monthly
losses continue to outpace monthly excess interest cash flow,
further negative rating actions can be expected.

Conversely, if pool performance improves and credit support is
not further compromised, Standard & Poor's  will affirm the
ratings and remove them from CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the negative
performance trend.

The collateral consists primarily of fixed-rate, closed-end,
second-lien mortgage loans secured by one- to four-family
residential properties.  At issuance, Fremont Investment & Loan,
American Home Mortgage Corp., and Accredited Home Lender Inc.
originated approximately 47%, 29%, and 16% of the mortgage loans,
respectively.
     
           Ratings Lowered And Placed On Creditwatch Negative
   
                  MASTR Second Lien Trust 2006-1
                Mortgage pass-through certificates
   
                                 Rating
                                 ------
                Class     To                 From
                -----     --                 ----
                M-7       B+/Watch Neg        BB+
                M-8       B/Watch Neg         BB

              Ratings Placed On Creditwatch Negative

                 MASTR Second Lien Trust 2006-1
               Mortgage Pass-Through Certificates

                                 Rating
                                 ------
               Class     To                   From
               -----     --                   ----
               M-4       BBB+/Watch Neg       BBB+
               M-5       BBB/Watch Neg        BBB
               M-6       BBB-/Watch Neg       BBB-

                         Ratings Affirmed

                 MASTR Second Lien Trust 2006-1
               Mortgage Pass-Through Certificates

                        Class       Rating
                        -----       ------
                        A           AAA
                        M-1         AA
                        M-2         A
                        M-3         A-


MAYFLOWER NATIONAL: A.M. Best Places B (Fair) Rating Under Review
-----------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B (Fair)
of Mayflower National Life Insurance Company in New Orleans,
Louisiana, under review with positive implications following
Assurant Inc.'s announcement that it has entered into a definitive
agreement to acquire all the outstanding stock of Mayflower
National from Service Corporation International [NYSE: SCI].  SCI
acquired Mayflower National on Nov. 28, 2006 as part of its
acquisition of Alderwoods Group, Inc.

Under the terms of the agreement, SCI will receive $65 million in
cash from Assurant.  This acquisition is expected to add
approximately $51.9 million in annual net premiums written to
Assurant.  The FSR of Mayflower National will remain under review
pending regulatory approval, and the close of this transaction,
which is expected in early 2007.

Assurant's ratings are unchanged by this proposed transaction.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


MERIDIAN AUTOMOTIVE: Judge Walrath Confirms Fourth Amended Plan
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has confirmed the Revised Fourth Amended
Reorganization Plan of Meridian Automotive Systems Inc. and its
eight debtor-affiliates.

All objections to confirmation of the Plan have either been
resolved by agreement of the parties, withdrawn, or overruled.

Judge Walrath determined that the Debtors' Plan satisfied the 16
statutory requirements under Section 1129(a) of the Bankruptcy
Code.

Specifically, the Plan:

A. Complies with and satisfies all applicable provisions of the
   Bankruptcy Code as required by Section 1129(a)(1), including,
   without limitation, Sections 1122 and 1123 of the Bankruptcy
   Code, and Rule 3016 of the Federal Rules of Bankruptcy
   Procedure:

   * As required by Section 1122(a), each Class of Claims or
     Interests contains only Claims or Interests that are
     substantially similar to the other Claims or Interests
     within that Class.

   * The Plan designates each Class of Claims and Interests, as
     required by Section 1123(a)(1).

   * The Plan specifies the Unimpaired Classes of Claims and the
     treatment of each Class of Claims and Interests that is
     Impaired, in accordance with Sections 1123(a)(2) and
     1123(a)(3).

   * In accordance with Section 1123(a)(4), the Plan provides for
     the same treatment by the Debtors of each Claim or Interest
     within a particular Class.

   * Pursuant to Section 1123(a)(5), the Plan provides adequate
     and proper means for its implementation.  On the Effective
     Date of the Plan, the Debtors will have sufficient cash to
     make all payments required to be made on the Effective Date
     pursuant to the terms of the Plan.

   * The Plan provides for the inclusion in the Certificate of
     Incorporation and By-Laws of all provisions required to be
     included in the charter or other constituent document of a
     debtor under Section 1123(a)(6) including, without
     limitation, the prohibition against the issuance of non-
     voting equity securities.

   * As required by Section 1123(a)(7), the Debtors have selected
     the initial officers and directors of the Reorganized
     Debtors in a manner consistent with the interests of Holders
     of Claims and Interests and with public policy.  The manner
     in which successor officers and directors will be chosen is
     also consistent with the interests of Holders of Claims and
     Interests and with public policy.

   * In accordance with Section 1123(b)(6), the Plan does not
     contain any discretionary provision inconsistent with the
     applicable provisions of the Bankruptcy Code.

   * The Plan is dated and identifies the entities submitting it
     as proponents, thereby satisfying Bankruptcy Rule 3016(a).

   * Other than conduct otherwise enjoined by the Bankruptcy
     Code, the Plan describes in specific and conspicuous
     language all acts to be enjoined, and identifies the
     entities subject to that injunction, in accordance with
     Bankruptcy Rule 3016(c).

B. The Debtors, as proponents of the Plan, have complied with all
   applicable provisions of the Bankruptcy Code, as required by
   Section 1129(a)(2), including, without limitation, Sections
   1123, 1125 and 1126 and Bankruptcy Rules 3017, 3018 and 3019.
   Votes for acceptance and rejection and any other election
   under the plan as provided for in the Ballots were solicited
   in good faith.

C. Pursuant to Section 1129(a)(3), the Debtors have proposed the
   Plan in good faith and not by any means forbidden by law.  The
   Plan is designed to allow each of the Debtors to reorganize on
   a going concern basis while maximizing recoveries to their
   creditors.

D. Pursuant to Section 1129(a)(4), any payment made or promised
   by the Debtors or a person issuing securities or acquiring
   property under the Plan, for services rendered or expenses
   incurred in connection with the Chapter 11 cases, or in
   connection with the Plan and incident to the Chapter 11 cases,
   has been disclosed to the Court.  The Plan provides for Court
   approval of certain administrative expense payments.

E. Pursuant to Section 1129(a)(5), the Debtors have disclosed the
   identity and affiliations of the initial directors and
   officers of the Reorganized Debtors, and the appointment to,
   or continuance in, those offices by those persons is
   consistent with the interests of the Debtors' creditors and
   with public policy.

   The Debtors have also disclosed the identity and affiliations
   of insiders who will be employed or retained by the
   Reorganized Debtors and the nature of compensation of those
   insiders from and after the Effective Date.

F. Does not contain any rate changes subject to the jurisdiction
   of any governmental regulatory commission and will not require
   governmental regulatory approval.  Accordingly, Sec. 1129(a)(6)
   is inapplicable to the Plan.

G. Satisfies the "best interests of creditors" test under Section
   1129(a)(7) of the Bankruptcy Code.

   With respect to each Impaired Class of Claims or Interests,
   each Holder of an Allowed Claim or Interest in that Class has
   either accepted the Plan or will receive or retain under the
   Plan on account of such Claim or Interest property of a value,
   as of the Effective Date, that is not less than the amount
   that Holder would receive or retain if the Debtors were
   liquidated on the Effective Date pursuant to Chapter 7 of the
   Bankruptcy Code.

   The liquidation analysis, including the methodology used and
   estimations and assumptions made, and the evidence that was
   proffered at the Confirmation Hearing:

      (a) are persuasive and credible as of the dates the
          evidence was prepared, presented or proffered;

      (b) either have not been controverted by other persuasive
          evidence or have not been challenged;

      (c) are based upon reasonable and sound assumptions; and

      (d) provide a reasonable estimate of the liquidation value
          of the Debtors' Estates upon a conversion to a Chapter
          7 proceeding.

H. Pursuant to Section 1129(a)(8), the Plan has been accepted by
   the Impaired Classes of Claims entitled to vote.

   The Impaired Class of Claims are Class 3 Prepetition First
   Lien Claims, Class 4 Prepetition Second Lien Claims and Class
   5 General Unsecured Claims.

                     Accepting                   Rejecting
   -----  -----------------------------  -----------------------
   Class  No.   %      Amount      %     No.  %    Amount     %
   -----  ---  ---- ------------  ----   --- --- ---------  ----
     3     26  100% $295,110,985  100%     -  0%         -    0%
     4      5  100%  178,267,009  100%     -  0%         -    0%
     5    341   83%   19,776,213   73%    72 17% $7,310,668  27%
   -----  ---  ---- ------------  ----   --- --- ---------  ----

   Classes 1 and 2 are Unimpaired under the Plan and are
   conclusively presumed to have accepted the Plan pursuant to
   Section 1126(f).

   Because the Plan provides that the Holders of Claims in Class
   6 and Prepetition Meridian Interests in Class 7 will not
   receive any distributions or retain any property under the
   Plan, Classes 6 and 7 are conclusively deemed to have rejected
   the Plan pursuant to Section 1126(g).

I. Provides for the statutorily mandated treatment of Adminis-
   trative Expense Claims, Priority Tax Claims, DIP Claims and
   Professional Compensation Claims and other Claims entitled to
   priority under Sections 507(a)(2)-(8) of the Bankruptcy Code in
   the manner required by, and complies in all respects with,
   Section 1129(a)(9) of the Bankruptcy Code.

J. At least one Impaired Class of Claims has accepted the Plan,
   excluding the votes cast by insiders.  Accordingly, Section
   1129(a)(10) has been satisfied in all respects.

K. The Plan is feasible.  The evidence proffered or adduced at
   the Confirmation Hearing (i) is persuasive and credible, (ii)
   has not been contravened by other evidence, and (iii)
   establishes that the Plan is workable and has a reasonable
   likelihood of success, and that confirmation of the Plan is
   not likely to be followed by the liquidation, or the need for
   further financial reorganization of the Debtors.  Accordingly,
   the requirements of Section 1129(a)(11) are satisfied in all
   respects.

L. Provides for the payment of all fees payable pursuant to
   Section 1930(a)(6) of the Judiciary and Judicial Procedure Code
   with respect to each of the Chapter 11 Cases.  The Debtors and
   the Reorganized Debtors have adequate means to pay all those
   fees.  The Plan therefore satisfies the requirements of Section
   1129(a)(12).

M. In accordance with Section 1129(a)(13), the Plan provides for
   the continuation, after the Effective Date, of all retiree
   benefits, if any, as that term is defined in Section 1114 of
   the Bankruptcy Code, at the levels established pursuant to
   Sections 1114(e)(1) or 1114(g) at any time prior to the
   Confirmation Date, for the duration of the period that the
   Debtors are obligated to provide those benefits.

N. Meridian is not required by a judicial or administrative
   order, or by statute, to pay a domestic support obligation.
   Section 1129(a)(14) is, therefore, inapplicable.

0. Meridian is not an individual, and accordingly, Section
   1129(a)(15) is inapplicable.

P. Meridian is a moneyed, business, or commercial corporation,
   and Section 1129(a)(16) is, thus, inapplicable.

A full-text copy of the Confirmation Order and the Court's
findings and conclusions of law is available for free at
http://ResearchArchives.com/t/s?169b

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Files Revised Fourth Amended Chapter 11 Plan
-----------------------------------------------------------------
Meridian Automotive Systems Inc. and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware on Dec. 4, 2006, a revised version of their Fourth
Amended Plan of Reorganization that incorporates certain technical
modifications.

The technical amendments, among other things, pertain to the
"pooling of assets" and quarterly reports listing administrative
expense and secured claims, Meridian President and Chief
Executive Officer Richard E. Newsted, relates.

The Amended Plan is premised on the pooling of the Debtors'
assets solely for purposes of actions associated with the
confirmation and consummation of the Plan.  The separateness of
the Chapter 11 cases will not be affected by the "pooling of the
assets."

Also, beginning with the quarter ending on March 31, 2007, the
Reorganized Debtors will file quarterly reports with the
Bankruptcy Court listing any Administrative Expense Claims or
Secured Claims that were initially opposed by the Reorganized
Debtors but ultimately became Allowed Claims during the preceding
three months through resolution of the Reorganized Debtors'
objections.  The quarterly reports will include:

   * the name of the Holder of that Claim,
   * the scheduled amount of that Claim,
   * the proof of claim amount of that Claim, and
   * the Allowed amount of that Claim.

A full-text blacklined copy of Meridian's 4th Amended Plan with
the technical amendments is available for free at
http://ResearchArchives.com/t/s?1689

                            Plan Compendium

The Debtors also filed four revised Plan Compendium Exhibits on
Dec. 4, 2006:

1. Reorganized Meridian's By-Laws, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?169c

2. Litigation Trust Agreement

   In the event that the Litigation Trust receives any cash or
   proceeds in respect of the Collateral, the Litigation Trust
   will promptly repay the principal of the Loan then outstanding
   in an amount equal to the lesser of (x) the Prepayment Amount,
   and (y) the aggregate principal amount of the Loan then
   outstanding.

   "Prepayment Amount" means, with respect to any Collateral:

      (a) during the period beginning on the Effective Date and
          ending on the first anniversary of the Effective Date,
          50% of the cash or proceeds received by or payable to
          the Litigation Trust in connection with that
          Collateral;

      (b) during the period beginning on the first anniversary of
          the Effective Date and ending 18 months after the
          Effective Date, 67% of the cash or proceeds received by
          or payable to the Litigation Trust in connection with
          that Collateral; and

      (c) thereafter, 100% of the cash or proceeds received by or
          payable to the Litigation Trust in connection with that
          Collateral.

   The Litigation Trust agrees that it will hold in trust for
   Meridian Automotive Systems, Inc., any Prepayment Amount that
   it receives in respect of the Collateral and will deliver
   those cash receipts to MASI as payment of principal of the
   Loan then outstanding, as and when required under the
   Litigation Trust Agreement.

   In the event that the Litigation Trust has cash on hand at any
   time in excess of (i) during the period beginning on the
   Effective Date and ending 18 months after the Effective Date,
   $2,500,000, or (ii) thereafter, $2,000,000, then the
   Litigation Trust will promptly repay the principal of the Loan
   then outstanding in an amount equal to the lesser of the
   Excess Cash Amount, and the aggregate principal amount of the
   Loan then outstanding.

   The Litigation Trust's obligation to reimburse MASI for
   expenses pursuant will extend only to costs and expenses
   related to or incurred in connection with the Obligations and
   will not include any expenses that MASI may incur as a result
   of the Litigation Trust's prosecution of the Actions under the
   Litigation Trust Agreement.

   A full-text copy of the Litigation Trust Agreement is
   available for free at http://ResearchArchives.com/t/s?169d

3. Warrant

   The common equity value of the company used for determination
   will not be less than the value available to holders of Common
   Stock upon a hypothetical liquidation of the company.

   A full-text copy of the Warrant is available for free at
   http://ResearchArchives.com/t/s?169e

4. Stockholders Agreement

   In connection with any Proposed Sale Transaction in which the
   Selling Holders desire to sell at least 55% of the Shares then
   outstanding for consideration consisting solely of cash
   payable in immediately available funds, the Selling Holders
   will have the right, at their option, to require to be sold,
   and each Remaining Holder will be obligated to sell, up to a
   percentage of Shares then held by the Remaining Holders that
   is equal to the percentage of Shares held by the Selling
   Holders to be sold to that Proposed Transferee for the same
   per Share consideration and on the same terms and conditions
   upon which the Selling Holders intend to sell their Shares.

   If the Selling Holders (a) desire to sell at least 25% of the
   Shares then outstanding and (b) are not eligible to or do not
   fully exercise their Drag Along Rights, then each Remaining
   Holder will have the option to sell up to a percentage of
   Shares held by them that is equal to the percentage of Shares
   held by the Selling Holders to be sold to the proposed
   Transferee for the same price and on the same terms and
   conditions upon which the Selling Holders intend to sell their
   Shares by delivering written notice to the Selling Holders
   within six Business Days after delivery of the Participation
   Notice.

   A full-text copy of the Stockholders Agreement is available
   for free at http://ResearchArchives.com/t/s?169f

Moreover, the Debtors notified the Court that these individuals
have been selected to serve on the Initial Board of Directors of
Reorganized Meridian from and after the Effective Date:

   * Richard E. Newsted, who joined Meridian in May 2001 and was
     appointed president and chief executive officer of the
     company in October 2005.

   * Duncan H. Cocroft, who was the former executive vice
     president for finance and treasurer of Cendant Corporation
     and PHH Corporation.

   * Allan B. Miller, who is a senior counsel in the Business
     Finance & Restructuring department of Weil, Gotshal & Manges
     LLP.  Mr. Miller has concentrated in business
     reorganizations for 40 years.

   * Jeffrey M. Stafeil, a certified public accountant who also
     holds a Bachelor of Science degree in accounting and a
     Master of Business Administration degree.

   * Steve Zelin, a senior managing director in the Restructuring
     & Reorganization Advisory Group of The Blackstone Group.

                       Resolved Objections

The Debtors asserted that the 4th Amended Plan provides them with
a stronger capital structure with less leverage and more
liquidity, preserves their core operations and provides them with
the opportunity to compete and grow in the automotive industry.

The Plan complies with the requirements of Section 1129 of the
Bankruptcy Code, the Debtors contended.

The Plan should be approved despite the objections filed against
it, the Debtors maintain.

The Debtors informed the Court that they have resolved the Plan
objections of the U.S. Trustee and JSP Mold LLC.  The revised
Plan filed with the Court on Dec. 4, 2006, included revised
Plan language in response to the points raised the U.S. Trustee's
and JSP Mold, the Debtors told Judge Walrath.

The Debtors are engaged in discussions with the Internal Revenue
Service and The Dow Chemical Company regarding the resolution of
their Plan objections.  The Debtors, however, believed that the
proposed language contained in their proposed Confirmation Order
filed on Dec. 4, 2006, will resolve those objections.

On the other hand, Visteon Corporation's Plan objection is simply
a thinly veiled objection to the relief sought in its
Assumption/Rejection Motion and should be resolved in the context
of that Motion, not confirmation, the Debtors argue.  Visteon's
objection is without merit and should be overruled, the Debtors
maintain.

Moreover, based on the Debtors' financial projections, the
assumptions underlying those Projections, the various financing
transactions contemplated by the Plan, current business and
economic conditions, and the information provided by the Debtors,
Stephen Sieh concludes that confirmation of the Plan is not
likely to be followed by liquidation or the need for further
financial reorganization of the Debtors or any of their
successors.

Mr. Sieh is a director in the Restructuring Group at Lazard &
Freres & Co. LLC, the Debtors' financial and restructuring
advisors.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MOSAIC COMPANY: Fitch Affirms BB- Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirmed and removed The Mosaic Company from Rating
Watch Evolving, where it was originally placed on July 26 of this
year.

Fitch also assigned ratings to new issues after Mosaic's
refinancing completed late last week.

Fitch's rating actions affect approximately $2.5 billion of
outstanding debt, including the undrawn $450 million revolving
credit facility and $1.06 billion of term debt.

The Rating Outlook is Stable.

Affirmed:

   * The Mosaic Company

      -- Issuer Default Rating at 'BB-';
      -- Senior secured revolver rating at 'BB+'.

   * Mosaic Global Holdings

      -- IDR at 'BB-';
      -- Senior unsecured notes at 'BB';
      --Senior unsecured notes and debentures at 'BB-'.

   * Phosphate Acquisition Partnership LP

      -- IDR at 'BB-';
      -- Senior secured note rating at 'BB-'.

Rating withdrawn:

   * Mosaic Global Holdings

      -- senior secured term loan rating at 'BB+'.


Assigned:

   * The Mosaic Company

      -- Senior secured term loans rating 'BB+'; and
      -- Senior unsecured notes rating 'BB'

   * Mosaic Colonsay ULC

      -- IDR 'BB-'; and,
      -- Senior secured term loan rating 'BB+'.

An IDR of 'BB-' for Mosaic and its issuing subsidiaries reflects
the company's good market positions in the global potash and
phosphate markets, and its improving earnings profile.  The
ratings continue to be tempered by Mosaic's high debt level and
modest cash flow.  

Fitch anticipates an improvement in cash flow over the next year
as changes to the phosphate cost structure become apparent;
however, the amount of cash flow improvement remains uncertain.

Additionally, market dynamics favor an increase in domestic
fertilizer demand next spring while tightening global potash
supply could support higher pricing.  Fitch forecasts that
Mosaic's operating EBITDA-to-gross interest expense could remain
just under 4x while total debt-to-operating EBITDA declines to
3.5x for its fiscal year 2007 with modest earnings improvement,
stronger cash flow and some debt reduction.

The 'BB+' rating on Mosaic's proposed senior secured term loans
reflects the superior collateral coverage.  The rating is equal to
that of Mosaic's existing revolver which would share in the same
collateral package.

The 'BB' rating on Mosaic's new 7.375% senior notes due 2014 and
7.625% senior notes due 2016 is one notch higher that the IDR of
'BB-' due primarily to the notes' guarantees from domestic and
certain foreign subsidiaries.  The rating also reflects the new
notes senior unsecured position relative to a substantial amount
of senior secured debt upon the closing of the refinancing.  In a
worst case scenario, senior secured debt could be as high as
$1.5 billion, assuming a fully drawn revolver, compared to
approximately $1.4 billion of unsecured debt.

The IDR of 'BB-' at Mosaic Colonsay reflects its position as a
wholly-owned subsidiary of Mosaic.  The 'BB+' rating on Mosaic
Colonsay's existing term loan reflects its collateral position.
This term loan would share the credit facility collateral with the
revolver and new term loans at parent Mosaic.

The Stable Rating Outlook reflects Fitch's expectation for modest
improvement in earnings and cash flow which will allow for the
start of debt reduction over the next twelve months.  Improving
global fertilizer industry dynamics and anticipated cost
improvements in Mosaic's phosphate business support Fitch's view
on improving cash flow and the likelihood of modest debt reduction
near term.

The Mosaic Company is a global supplier of phosphate and potash
fertilizers.  Mosaic earned approximately $655.9 million in EBITDA
on $5.2 billion in revenue LTM Aug. 31, 2006; the company had
$2.6 billion in debt at that time.


NEWMARKET CORP: S&P Rates New $150 Million Senior Notes at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
debt rating on Richmond, Virginia-based NewMarket Corp. to 'BB'
from 'BB-', and assigned its 'BB' rating to the company's proposed
new issue of $150 million of senior notes due 2016.

Standard & Poor's also affirmed its 'BB' long-term corporate
credit rating on NewMarket.

The outlook remains stable.

"The upgrade reflects prospects for a continuation of only modest
amounts of priority debt," said Standard & Poor's credit analyst
Wesley E. Chinn.

Proceeds from the debt offering will be used to refinance
$150 million of notes due 2010.

The ratings reflect the company's focus on the highly competitive,
mature global petroleum additives industry, exposure to volatile
raw material costs, and slightly aggressive financial policies.

These negative factors are tempered by well-entrenched market
positions in niche product areas, satisfactory liquidity, and cash
flow protection measures which have achieved levels strong for the
ratings.

The petroleum additives segment generates about $1.2 billion in
sales.  The company's ability to develop products that meet
increasing performance requirements, patent protection for
existing products, and good geographic diversity of sales should
help sustain significant market positions in fuel additives and
driveline additives, and lesser shares in engine oil additives
and industrial additives.  

These strengths are mitigated by competitive conditions in the
lubricant additives submarket, where NewMarket's three major
competitors are considerably larger and have substantial financial
resources to fund R&D costs to meet new product specifications
required by auto and diesel engine manufacturers.  The fuel
additives submarket has more competitors, so NewMarket's broad
product offerings are a plus.

A meaningful percentage of overall profitability is derived from
industrial additives, where key drivers in a highly fragmented
market are domestic GDP and industrial production.

An ongoing challenge for participants in the petroleum additives
industry is implementing timely, satisfactory price increases,
particularly during periods of escalating raw material costs. High
R&D and testing costs, keen price competition, and limited volume
growth in industrialized countries create formidable barriers for
new entrants to the lubricant additives industry, but also
increase the challenge of improving prices and earnings for
industry players.

Net income for 2006 is up significantly from the prior year,
reflecting improvements in sales and operating profits across all
major petroleum additives product lines.  Favorable financial
comparisons are predominately the result of higher selling prices,
with increased shipments and a better product mix also beneficial.  
Despite escalating raw material costs for most of the year,
operating margins before depreciation and amortization for 2006
should be roughly on par with the 11% for 2005.


NORAMPAC INC: Moody's Places Low-B Ratings Under Review
-------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade Cascades Inc.'s Ba2 corporate family rating, its Baa3
senior secured rating, and its Ba3 senior unsecured rating.

At the same time, Moody's placed under review, with direction
uncertain, Norampac Inc.'s Ba3 corporate family rating, its Ba1
senior secured rating, and its B1 senior unsecured rating.

The reviews were prompted by the report that Cascades will
purchase the 50% of Norampac that it does not already own from
Domtar Inc., for a purchase price of CDN$560 million.

Cascades also reported that the transaction will be paid for with
the proceeds of an up to CDN$200 million offering of common shares
through a subscription receipt offering, a concurrent Cdn$50
million offering of common shares, and debt.

The review for possible downgrade of Cascades reflects the
incremental debt of CDN$310 million to CDN$360 million that will
be taken on to complete the acquisition.

The review of Norampac with direction uncertain reflects that its
existing ratings may go up or down depending on the final legal
and capital structure of the two companies.

Ratings under Review for possible downgrade:

   * Cascades Inc.

      -- Corporate Family Rating at Ba2, LGD4, 69%
      -- Senior Unsecured at Ba3, LGD4, 69%
      -- Senior Secured at Baa3, LGD2, 15%

Ratings under Review (direction uncertain):

   * Norampac Inc.

      -- Corporate Family Rating at Ba3, LGD5, 74%
      -- Senior Unsecured at B1, LGD2, 69%
      -- Senior Secured at Ba1, LGD2, 15%

The review will focus on:

   -- the amount of debt taken on by Cascades to complete the
      acquisition;

   -- Cascades' plan, if any, to reduce acquisition debt from
      internally generated cash flow, the timeframe involved, and
      Moody's view of the ability of the company to do so; and,

   -- the final legal and capital structure of the combined
      companies and whether any of the existing or new debt is
      structurally subordinated.

This analysis of the legal and capital structure will have an
impact on notching only, and not on the corporate family rating.

The last rating action on Cascades was an affirmation of its Ba2
coprorate family rating in June 2006.  The last rating action on
Norampac was a downgrade of it corporate family rating to Ba3 in
June 2006.

Cascades Inc. is a Kinsey Falls, Quebec-based packaging and paper
company producing boxboard, containerboard, specialty packaging
products and tissue.  Consolidated revenues in 2005 were
CDN$3.5 billion.

Norampac Inc. is a Montreal based containerboard producer that had
revenue in 2005 of CDN$1.3 billion.


NVIDIA CORP: Delayed Form 10-Q Filing Cues S&P to Remove Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Santa
Clara, California-based Nvidia Corp. from CreditWatch, where they
were placed with negative implications on Aug. 15, 2006.  

The corporate credit rating is affirmed at 'BB-'.

The outlook is stable.

"The ratings actions follow the company's delayed filing of its
10-Q for the quarter ended July 30, 2006," said Standard & Poor's
credit analyst Lucy Patricola.  

The company is in full compliance with all SEC filing
requirements.  

Additionally, the company has concluded its special investigation
into its stock-option practices.  The results of the investigation
consist of an aggregate noncash, stock-based compensation charge
of $127.4 million, from 2001 to
Jan. 31, 2006, primarily on improper measurement dates for annual
stock-option grants.  The stock-option review concluded that there
were no causes for concern about the integrity of current
management or director.

Still, an SEC investigation remains open and numerous shareholder
lawsuits have been filed.

The ratings on Nvidia reflect a narrow business profile,
challenging competitive landscape, and frequent product
introductions.  These are only partly offset by the company's good
technology position in high performance graphics markets and its
good liquidity.  Nvidia had no funded debt outstanding
as of July 30, 2006.

Nvidia competes in a small subsegment of the semiconductor
industry, designing graphics processors used in desk-top and
notebook computers and handheld devices.  The components are sold
to consumers, as an add-in card, to computer OEMs, or in
partnership with Intel or AMD for an integrated chipset.

About two-thirds of revenues and all of its operating income are
generated from the sale of its processors to consumers and OEMs
for desktop, notebook or professional workstations.


OMNI INSURANCE: A.M. Best Removes Rating from Review & Downgrades
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B+
(Very Good) from A- (Excellent) of Omni Insurance Group (Georgia).
The rating has been removed from under review with negative
implications and assigned a stable outlook.

The rating reflects Omni's adequate capitalization and regional
market presence as a nonstandard automobile writer.  Somewhat
offsetting these positive rating factors is the group's
unfavorable operating performance over the last five years, which
was driven by historically adverse loss reserve development and
increased claim frequency and severity.

The rating further reflects The Hartford Financial Services
Group's recent sale of Omni Insurance Group, Inc. to Independent
Insurance Investments, Inc., the parent of American Independent
Companies (AIC). Omni's geographic footprint is expected to
broaden AIC's predominant northeast market presence.  
Concurrently, it allows Omni the opportunity to continue with its
niche focus of providing automobile insurance to the nonstandard
marketplace, consistent with AIC's market strategy.

Partially offsetting these positive rating factors is the
execution and integration risk associated with this transaction.
In addition, the rating acknowledges Omni's historical unfavorable
operating performance; however, this is somewhat tempered by
Omni's anticipated ability to become increasingly efficient under
its new ownership structure as part of AIC.

The FSR of A- (Excellent) has been downgraded to B+ (Very Good)
for the following property/casualty members of the Omni Insurance
Group:

    -- Omni Insurance Company
    -- Omni Indemnity Company

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


ORAGENICS INC: Incurs $559,160 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Oragenics Inc. reported a net loss of $559,160 for the third
quarter ended Sept. 30, 2006, compared with a net loss of $751,172
for the same quarter in 2005.

Revenue for the 2006 third quarter was $66,176, which is
associated to a Small Business Innovation Research grant.  For the
comparable quarter in 2005 the company did not generate any
revenue.

The company's balance sheet at Sept. 30, 2006, showed total assets
of $1.4 million, total liabilities of $325,320 and total
stockholders' equity of $1.1 million.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?1691

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2006,
Kirkland Russ Murphy & Tapp, PA, expressed substantial doubt
Oragenics, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  Ernst & Young LLP, Oragenics Inc.'s former
independent auditors also expressed substantial doubt Oragenics'
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2004.

                         About Oragenics

Headquartered in Alachua, Florida, Oragenics, Inc., is a
biotechnology company aimed at adding value to novel technologies
and products sourced from innovative research at the University of
Florida and other academic centers, as well as discovered
internally.  The Company's strategy is to in-license or internally
discover and to develop products through human proof-of-concept
studies (Phase II clinical trials of the U.S. Food and Drug
Administration's (FDA) regulatory process) prior to partnering
with major pharmaceutical, biotechnology or healthcare product
firms for advanced clinical development and commercialization.


PACER HEALTH: Earns $4.3 Million in 2006 Third Quarter
------------------------------------------------------
Pacer Health Corp. reported $4.3 million of net income on
$3.2 million of total revenues for the third quarter ended
Sept. 30, 2006, compared with $103,625 of net income on
$3.3 million of revenues for the same period in 2005.

The increase in net income is primarily the result of the gain on   
sale of the company's skilled nursing facility of $2.2 million and
the gain on the sale of majority interest in Southpark Community
Hospital, L.L.C. of $4.4 million, offset by the recognition of a
change in the fair market value of derivatives related to the
convertible debenture of $347,211.  

At Sept. 30, 2006, the company's balance sheet showed $8.9 million
in total assets and $9.8 million in total liabilities, resulting
in an $885,146 total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $3.7 million in total current assets
available to pay $6.5 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at http://researcharchives.com/t/s?168b

                  About Pacer Health Corporation

Miami, Nev.-based Pacer Health Corporation (OTCBB: PHLH) --
http://www.pacerhealth.com/-- owns and operates medical treatment  
centers and acute care facilities, primarily serving the growing
senior citizen population and low-to-moderate income individuals.


PLATFORM LEARNING: Excl. Plan-Filing Period Intact Until Dec. 31
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended until Dec. 31, 2006,
Platform Learning Inc.'s exclusive period to file a Chapter 11
Plan of Reorganization.       

In his order, Judge Drain ruled that the Debtor's exclusive plan-
filing period may be extended until Jan. 17, 2007, without further
court hearing provided that the Debtor and its Official Committee
of Unsecured Creditors submit a written stipulation for the
extension no later than December 31.

The Court also agreed to grant the Debtor an additional 60 days to
solicit acceptances for its plan beginning on the plan-filing
exclusivity extension date.

As reported in the Troubled Company Reporter on Oct. 26, 2006,
The Debtor needed additional time to explore development of a plan
that will insure continuity of services to the students it serves.

As reported in the Troubled Company Reporter on Oct. 26, 2006, the
Debtor had already:

   a. completed its significant downsizing,

   b. closed and jettisoned unnecessary office leaseholds to the
      direct benefit of the Debtor's estate,

   c. worked through a contemplated expedited sale process,

   d. converted the sale process to new DIP financing and renewed
      efforts towards a confirmable Plan, and

   e. maintained operations allowing it to continue providing
      tutorial services to schoolchildren in the new school year.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental  
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PLATFORM LEARNING: Judge Drain Approves $4.8MM DIP Loan Facility
----------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York has issued a final order allowing
Platform Learning Inc. to obtain up to $4.8 million of debtor-in-
possession loans from Ascend Ventures II L.P., Ascend Ventures NY
II, L.P., and Blue Wolf Education Capital, LLC.

As security for any borrowings under the DIP credit facility, the
lenders are granted valid, binding, enforceable and perfected
liens in all of the Debtor's assets.  These liens are senior and
superior to any other lien or claim encumbering these assets
pursuant to section 364(d)(1) of the Bankruptcy Code.

PLAC Inc. also agrees to guaranty the Debtor's DIP loan
obligations on a limited recourse basis, with such guaranty being
secured by a first priority lien on all of its assets and equity.

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental  
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at Blank Rome LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $21,026,148, and total debts of $36,933,490.


PRC LLC: S&P Rates Proposed $150 Mil. First-Lien Facilities at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to business process outsourcer
PRC LLC.

At the same time, Standard & Poor's assigned a bank loan rating of
'BB-', one notch above the corporate credit rating, and recovery
rating of '1' to PRC's proposed $150 million first-lien credit
facilities, indicating a high expectation of full recovery of
principal in the event of a payment default.

The first-lien credit facilities consist of a $20 million
revolving credit facility due 2012, a $25 million delayed-draw
credit facility due 2013, and a $105 million term loan B due 2013.  

Standard & Poor's also assigned a 'B-' bank loan rating, two
notches lower than the corporate credit rating, and recovery
rating of '4' to the company's $55 million second-lien term loan
due 2014, indicating an expectation of marginal recovery of
principal in the event of a payment default.

Proceeds from the transaction will be used to fund Diamond Castle
Holdings LLC's acquisition of PRC from IAC/InterActiveCorp.  Pro
forma for the proposed transaction, total debt outstanding was
$182 million, including $22 million in holding company 14% pay-in-
kind notes due 2015, as of Sept. 30, 2006.

Plantation, Florida-based PRC is a business process outsourcing
provider with operations in the U.S., the Philippines, India, the
Dominican Republic, and Ireland.   The company provides dedicated-
agent communication services focusing on business-to-consumer and
business-to-business transactions.

"The ratings reflect PRC's significant revenue concentration among
its top customers, high debt leverage following the buyout, and
the competitive BPO market," said Standard & Poor's credit analyst
Andy Liu.

"Also, we are concerned about uncertain long-term opportunities
for cost reduction, and the presence of several larger and better
capitalized competitors."

These factors are only partially offset by good revenue visibility
from multiyear contracts and good BPO industry growth prospects.


PURADYN FILTER: Sept. 30 Balance Sheet Upside-Down by $5.2 Million
------------------------------------------------------------------
puraDYN Filter Technologies Inc. posted a $639,275 net loss on
$641,303 of net revenues for the three months ended Sept. 30,
2006, compared to a $800,316 net loss on $538,443 of net revenues
for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $2.3 million
in total assets and $7.5 million in total liabilities, resulting
in a $5.2 million stockholders' deficit.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1690

On Sept. 14, 2006, the company issued a confidential private
placement offering, with a purchase price of $0.70 per share of
common stock.  Each four shares purchased with entitle the
purchaser to receive common stock purchase warrants to purchase
one share of common stock at an exercise price of $1.25 on or
prior to Oct. 1, 2011.  As of Nov. 14, 2006, the Company had
received gross proceeds of approximately $1.332 million for an
aggregate of 1,902,856 shares of common stock.

                      Going Concern Doubt

DaszkalBolton LLP in Boca Raton, Florida, raised substantial doubt
about puraDYN Filter Technologies, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring operating losses, stockholders'
deficit, and reliance on cash inflows from an institutional
investor and current stockholder.

              About puraDYN Filter Technologies

Based in Boynton Beach, Florida, puraDYN Filter Technologies, Inc.
-- http://www.puradyn.com/-- designs, manufactures and markets   
the puraDYN(R) Bypass Oil Filtration System.  The Company's
patented and proprietary system is effective for internal
combustion engines, transmissions and hydraulic applications.


RAPID PAYROLL: Disclosure Statement Hearing Slated for December 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set 10:00 a.m. on Dec. 13, 2006, to consider the adequacy of
the disclosure statement explaining Rapid Payroll Inc.'s Plan of
Reorganization.  The hearing will be held at the Ronald Reagan
Federal Building, Courtroom 5B, 411 W. Fourth Street in Santa Ana,
California.

The Debtor relates that as of Sept. 30, 2006, it had cash on hand
in the sum of $3,336,678.41.  The Debtor says it has obtained the
commitment of its affiliates to fund the difference between its
cash on hand and the amounts necessary to fund the Plan.

                        Terms of the Plan

Administrative expenses and priority tax claims will be paid in
full.

General unsecured claims of employee claimants will receive cashed
out accrued vacation, plus severance of $102,000.  They will also
get a stay bonus of $42,000 for continuing to work for the Debtor
through the conclusion of all distributions under the Plan.

With the exception of affiliate Paychex of New York, LLC, general
unsecured claims of licensee claimants will get 100% of allowable
amounts of their claims.  PONY will defer receipt of its claim
until all other claimants have been paid.

Paychex, Inc., the 100% owner of the Debtor, will retain its
prepetition interest in the Debtor.

A full-text copy of the Debtor's Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=061207203718

                       About Rapid Payroll

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC serves as the Debtor's counsel.  On
June 28, 2006, the Court authorized the Debtor to hire the firm of
Irell & Manella LLP as its special litigation counsel through and
including August 31, 2006.  When the Debtor filed for protection
from its creditors, it estimated assets between
$1 million and $10 million and estimated debts between
$10 million and $50 million.


REFCO INC: Ch. 11 Trustee Wants RCM's Case Converted to Chapter 7
-----------------------------------------------------------------
Marc S. Kirschner, the Chapter 11 Trustee of Refco Capital
Markets, Ltd., asks the U.S. Bankruptcy Court for the Southern
District of New York to convert RCM's chapter 11 case to a chapter
7 liquidation proceeding.

Timothy B. DeSieno, Esq., at Bingham McCutchen LLP, in New York,
relates that in March 2006, the Court issued a preliminary ruling
that RCM is a stockbroker subject to Subchapter III of Chapter 7.
The Court deferred entry of a conversion order, finding that there
were "unusual circumstances" that might militate against
conversion, at least at that time, he says.

Instead, Mr. DeSieno continues, the Court appointed the RCM
Trustee to maximize RCM's asset values while he and the other
parties-in-interest sought to globally resolve Refco, Inc. and its
debtor-affiliates' Chapter 11 cases.  Within three months, the RCM
Trustee had brought the major RCM securities customers and general
unsecured creditors to consensus on a settlement of their pending
disputes.  Mr. DeSieno states that the core of the litigation over
the RCM estate has been subsequently resolved, the settlement has
been approved, and the RCM Trustee, the other debtors, and the
official creditors committees in the Refco cases have co-proposed
a global plan of reorganization.

           Plan Implementation Through RCM Conversion

The Plan incorporates, by reference, the terms and conditions of
the RCM Settlement Agreement.  Specifically, the Plan requires a
confirmation by Dec. 15, 2006, and an effective date to occur no
later than Dec. 31, 2006.

Consistent with the Preliminary Conversion Ruling, the RCM
Settlement resolves disputed issues surrounding possible
application of Chapter 7 to RCM's estate.  The RCM Settlement also
contemplates that it may be effectuated through the conversion of
RCM's Chapter 11 case.  In addition, the proposed Plan
contemplates that RCM's case will be converted to Subchapter III
of Chapter 7, unless the Debtors and the RCM Trustee agree that
the RCM estate should be administered under Chapter 11.

Mr. DeSieno tells Judge Drain that the planned sequencing is that
the Conversion Motion would be heard and RCM's case would be
converted after the Plan confirmation, with conversion of RCM's
case as part of the Plan's means of implementation.  However, the
RCM Trustee reserves the right to proceed with the Motion, or to
withdraw the Motion in whole or in part, regardless of whether and
when the Plan is confirmed.

Mr. DeSieno says the RCM Settlement was designed with the
distributive rules of Subchapter III of Chapter 7 and related
preference recoveries in mind.  Subchapter III of Chapter 7
appears likely to be the most efficient path to carry out that
distribution and recovery scheme, he notes.

Mr. DeSieno relates that the RCM Settlement's conditions precedent
to full effectiveness include that either:

    (i) a plan that incorporates the RCM Settlement be confirmed
        and become effective; or

   (ii) in the absence of a confirmed and effective plan, RCM's
        Chapter 11 case be converted to a case under Subchapter
        III of Chapter 7, in each case, before January 15, 2007.

The RCM Trustee asserts that the Conversion Motion effectively
"pre-packages" three important aspects of a Subchapter III case,
in that the requr:

    (1) preserves and continues the RCM Chapter 7 trustee's
        ability to maximize the value of the RCM estate, dealing
        with sales of the RCM portfolio under the Court's
        previous orders in the Chapter 11 case, rather than
        arguably being required to "reduce the assets to money"
        as soon as practicable;

    (2) includes provisions that effectuate the inter-estate
        distributive rules contained in the Plan, if confirmed,
        as between the RCM estate and the estates of the other
        Debtors; and

    (3) includes procedural requirements and clarifications that
        maximize the efficiency of the conversion process and
        minimize the delay that the Chapter 7 conversion might
        otherwise have caused.

                 Applicability of Plan Provisions

The RCM Trustee also asks the Court to extend the applicability of
the Plan provisions to the RCM Trustee or RCM Chapter 7 trustee,
as applicable, by granting to either trustee, as the case may be,
authority to:

    -- resolve disputed claims on certain terms and conditions,
       consistent with the authority provided for the Plan
       Administrator in the Plan;

    -- address executory contracts to which RCM is a party on the
       terms and conditions; and

    -- seek expedited tax determinations under Section 505(b).

The RCM Trustee proposes a Court hearing on his request during the
Plan confirmation hearing on December 15, 2006.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).


REFCO INC: BDO Stoy Appointed as Refco Trading's Liquidator
-----------------------------------------------------------
Simon Michaels and Malcom Cohen of BDO Stoy Hayward LLP were
appointed Joint Liquidators of Refco Trading Services Ltd. at the
company's Extraordinary Meeting on Aug. 22 for the members'
voluntary winding-up procedure.

The Company's Directors made a Statutory Declaration that:

   -- a full inquiry has been launched into the Company's
      affairs; and

   -- the Company would be able to pay its debts in full within
      12 months from the commencement if the winding-up.

The Joint Liquidators can be reached at:

         BDO Stoy Hayward LLP
         8 Baker Street
         London W1U 3LL
         Phone: 020 7486 5888
         Fax: 020 7487 3686
         E-mail: london@bdo.co.uk  
         Web: http://www.bdostoyhayward.co.uk/

                         About BDO Stoy

BDO Stoy Hayward -- http://www.bdo.co.uk/-- focuses on business  
assurance (audit), corporate advisory, tax, and investment
management services, specializing in such industries as charities,
educational institutions, family businesses, financial services,
leisure, and hospitality.  The company is the U.K. arm of BDO
International and has offices in more than 15 cities throughout
the U.K.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).


REVLON CONSUMER: S&P Junks Rating on New $840 Million Senior Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to New York, New York-based Revlon Consumer Products
Corp.'s new $840 million senior secured term loan due 2012.

The loan rating is 'CCC+', with a recovery rating of '2',
indicating the expectation for substantial recovery of principal
in the event of a payment default.  

At the same time, Standard & Poor's affirmed its existing ratings
on Revlon, including the 'CCC+' corporate credit rating.  

The rating outlook is negative.

In addition to the proposed term loan facility, Revlon also
reported that it intends to increase the size of its previously
planned $75 million rights offering to $100 million.

McAndrews & Forbes is committed to purchasing its 60% pro rata
share of the equity covered by the offering.  M&F will also
backstop up to $75 million of the offering, and will continue to
provide an additional $50 million line of credit through January
2008.  The bank refinancing is expected to close in December 2006,
and the rights offering is expected to be completed in January
2007.  

Proceeds from the new term loan facility will be used to refinance
Revlon's existing $800 million term loan facility, and the balance
will be available for general corporate
purposes after the repayment of transaction related fees and
expenses.

Proceeds from the rights offering will be used to repay
$50 million of its 8.625% subordinated notes due in 2008, with the
remainder used to pay down its existing revolver balance after
fees and expenses.  At Sept. 30, 2006, the company had about
$1.465 billion in total debt outstanding and, on a pro forma
basis, it is expected to have about $1.404 billion of total debt
outstanding at the closing of the bank refinancing and rights
offering.


RFMSI: S&P Junks Rating on Class B-2 Debt and Removes Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-2 mortgage-backed securities from RFMSI Series 2003-S3 Trust to
'CCC' from 'B'.

Concurrently, the rating is removed from CreditWatch, where it was
placed with negative implications on Nov. 14, 2006.

The downgrade reflects $145,000 in losses for the transaction on
the Nov. 25, 2006, distribution, which wiped out most of the
current credit support, leaving just $20,242 available.  Credit
support is provided by subordination.  Total delinquencies were
0.21% of the current pool balance.  The class B-2 rating is
removed from CreditWatch negative because according to S&P's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch.

The mortgage pool consists of fixed-rate, conventional mortgage
loans secured by first liens on one- to four-family residential
properties.

              Rating Lowered And Off Creditwatch Negative

                     RFMSI Series 2003-S3 Trust

                                         Rating
                                         ------
             Series     Class     To                 From
             ------     -----     --                 ----   
             2003-S3    B-2       CCC                B/Watch Neg


SAXON CAPITAL: Moody's Lifts Senior Unsecured Debt's Rating
-----------------------------------------------------------
Moody's Investors Service raised Saxon Capital Inc's senior
unsecured debt rating to A1, from B2 and withdrew the REIT's
corporate family rating.

This rating action comes after the completion of Saxon's
acquisition by Morgan Stanley Mortgage Capital Inc, a direct,
wholly-owned subsidiary of Morgan Stanley.

Moody's said that the rating upgrade reflects strategic ownership
of Saxon by a large, diversified financial services firm with
ample access to capital.  Because Morgan Stanley is not providing
any form of explicit support to Saxon's debtholders, Saxon's debt
has been notched one level below Morgan Stanley's existing senior
unsecured rating of Aa3.

The rating outlook for Saxon's securities is stable.

Moody's last rating action with respect to Saxon Capital, Inc. was
taken on Aug. 9, 2006.

This rating was upgraded:

   * Saxon Capital, Inc.

      -- Senior unsecured debt to A1, from B2

This rating was withdrawn:

   * Saxon Capital, Inc.

      -- Corporate family rating at B1

Saxon Capital, Inc. is a mortgage REIT headquartered in Glen
Allen, Virginia, USA, that invests in and services subprime
residential mortgages.  At Sep. 30, 2006, Saxon had assets of
$7.6 billion.


SEA CONTAINERS: GNER's UK East Coast Operation Franchise Ceased
---------------------------------------------------------------
The British Government ended Great North Eastern Railway's
GBP1,300,000,000 franchise agreement to operate the East Coast
main line railway, London-based The Times reported.

The U.K. Department for Transport will re-let the franchise but
has agreed to allow GNER to run the line for up to two years on a
new, fixed management-contract basis, as a temporary solution.

In 1996, Sea Containers Ltd., GNER's parent, entered into a
franchise agreement with the Strategic Rail Authority of the
British Government to operate the GNER carrying passengers on
high-speed trains along the East Coast main line in Great
Britain, United Kingdom.  Sea Containers and the Transport
Department entered into a new 10-year contract in April 2005,
under which the Debtor agreed to pay the British Government
GBP1,300,000,000 over the course of the franchise.

The Times reports that talks are underway between the Transport
Department and Sea Containers to come up with terms for the new
arrangement.  Under the new arrangement, GNER is expected to
continue running the East Coast line between 18 and 24 months
until a new train operating company is selected.

According to The Times, an agreement is expected given that
GNER's financial situation is unsustainable under the terms of
the current franchise.  Christopher Garnett, GNER's former chief
executive, had previously admitted that GNER had overbid.

GNER is said to be close to breaching the liquidity ratio legally
required to its franchise agreement, The Times relates.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SENIOR HOUSING: Stable Performance Prompts S&P to Hold BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings assigned to Senior
Housing Properties Trust.

These actions affect $342.5 million of rated securities.

The outlook is stable.

"The ratings reflect the significant tenant concentration within
the portfolio and the company's external advisory structure,
acknowledging the improved performance of SNH's largest tenant and
the company's comparatively judicious approach to growing the
business and managing its balance sheet," explained
Standard & Poor's credit analyst George Skoufis.

"Further supporting the ratings are the company's stable portfolio
performance, conservative balance sheet, strong debt protection
measures, and moderate exposure to government reimbursement."

The stable outlook reflects predictable rental income and a solid
balance sheet, which continue to support debt protection measures.  
Moreover, stable property-level operating performance, an above-
average level of private-pay facilities, and negligible lease
rollover support rental income.  Continued seasoning, improved
operating performance, and a stronger balance sheet at
operator Five Star Quality Care Inc., or improved tenant
diversity, would drive positive rating momentum.

Ratings would be negatively affected if SNH meaningfully increases
its exposure to Five Star or aggressively pursues investments that
negatively affect the overall credit profile.


SPECTRUM BRANDS: Fourth Quarter Net Loss Increases to $439.4 Mil.
-----------------------------------------------------------------
Spectrum Brands Inc. reported a $439.4 million net loss for the
fourth quarter ended Sept. 30, 2006, compared with a $2.9 million
net loss for the same period in 2005.

The company's 2006 fourth quarter net sales were $608.4 million, a
4% increase over the comparable period last year.  Organic growth
in the quarter was 3% and foreign exchange rates added 1%.  Global
battery sales increased 2% year over year, as strong results from
North America and Latin America more than offset a decline in
Europe/ROW sales.

Global Pet reported good growth of 7%.  Home and Garden sales
increased by 8%.  Sales of Remington branded products declined by
2% on a worldwide basis.

Commenting on the results, Dave Jones, the company's chairman and
chief executive officer, said, "Our fourth quarter results were
encouraging and show marked improvement in revenue trends in a
number of key areas, including North American battery sales,
Global Pet, and Home & Garden.  While hard work remains ahead of
us, we are pleased with the progress we are seeing throughout the
company despite a challenging environment.  We remain committed to
further reducing costs while making the necessary investments to
transform our business for long-term success."

Included in the company's quarterly results are:

   -- a non-cash pretax impairment charge of $433 million related
      to the value of certain trade names and goodwill carried on
      the company's books.  This charge resulted from an annual
      evaluation of goodwill and indefinite-lived intangibles as
      required by SFAS 142, "Goodwill and Other Intangible
      Assets,"

   -- a non-cash charge in the amount of $18.9 million increasing
      the valuation allowance against certain net deferred tax
      assets, and

   -- pre-tax restructuring and related charges of $28.8 million
      related to the rationalization of the company's European
      business and ongoing integration activities resulting
      primarily from the 2005 acquisitions of United Industries
      and Tetra Holding GmbH.

Gross profit and gross margin for the quarter were $210.8 million
and 34.6%, respectively, versus $215.4 million and 36.7% for the
same period last year.  Current year cost of goods sold included
$18 million in restructuring and related costs; fiscal 2005 cost
of goods sold included $2.7 million in restructuring and related
costs and a $2.6 million inventory valuation allowance.  Increased
raw material costs in the quarter were offset by improved margins
in Remington branded products and the benefit of integration cost
savings.

The company's operating loss for the quarter was $423.2 million
versus fiscal 2005's fourth quarter operating income of
$32.8 million.  The primary reasons for the decline are the
$433 million impairment charge and $28.8 million in restructuring
and related charges taken in fiscal 2006 versus $13.6 million of
restructuring and related charges and inventory valuation charges
in fiscal 2005.  Significantly higher distribution costs also
contributed to the increase in operating expenses.

For the year ended Sept. 30, 2006, the company recorded a net loss
of $434 million compared with net earnings of $46.8 million last
year.

Included in the current year's results are:

   -- restructuring and related charges of $56.1 million primarily
      related to the integration of acquisitions and the company's
      European restructuring programs,

   -- the aforementioned non-cash asset impairment charge of
      $433 million

   -- the aforementioned non-cash charge increasing the valuation
      allowance for certain net deferred tax assets in the amount
      of $18.9 million,

   -- a gain on sale of assets of $7.9 million, and

   -- other non-cash benefits totaling $1.0 million.

The net impact of these items is a decrease in the current year's
net earnings of $499.1 million.

Fiscal 2005 results included:

   -- inventory valuation charges of $37.5 million related to the
      acquisitions of United Industries and Tetra Holding GmbH,

   -- restructuring and related charges of $26.3 million primarily
      related to the integration of acquisitions,

   -- debt issuance costs write-off of $12.0 million,

   -- income from discontinued operations of $5.5 million, and

   -- other non-cash benefits totaling $0.5 million.

The net impact of these items is a decrease in fiscal 2005 net
earnings of $69.8 million.

Net sales for fiscal 2006 of $2.55 billion represented an increase
of $244.6 million, as a result of the acquisitions of United
Industries, acquired on Feb. 7, 2005, Tetra Holding GmbH, acquired
on April 29, 2005, and Jungle Labs, acquired on Sept. 1, 2005.

Excluding the impact of acquisitions on current year results, net
sales declined 4%, primarily a result of weakness in battery sales
in Europe and North America.  The operating loss for the year was
$283.2 million.  In addition to the restructuring and related
charges and other costs, 2006 operating loss was negatively
affected by significantly increased raw material and distribution
costs.

                  Fourth Quarter Segment Results

North American net sales were $257.8 million, a 5% improvement
compared with $246.5 million reported last year.  The increase was
driven by strong growth in batteries and in home and garden sales,
somewhat offset by a decline in Remington branded products.  
Battery sales were up significantly, largely due to the successful
launch of Rayovac's new Power Challenge marketing campaign.  In
the company's home and garden business, consumer purchases of
Spectrum Brands products at retail grew 8% during the fourth
quarter, in line with reported results.  North American segment
profits were $20.5 million versus $17.5 million reported last
year.

European/ROW net sales were $143 million versus $153.8 million in
the prior year.  Foreign exchange translation contributed
$5.2 million.  Remington branded product sales showed strong
growth, but this growth was more than offset by continuing
weakness in the battery category, particularly in Western Europe.
Segment profitability for the quarter was $13.7 million compared
with $21.2 million last year, primarily a function of lower
battery sales volume and higher raw material costs.

Latin America continued its positive 2006-operating trend with a
quarterly net sales increase of 20% versus the prior year,
benefiting from strong growth in both Rayovac batteries and
Remington branded products.  Latin America segment profitability
was $9.1 million compared with $5.4 million last year as a result
of increased sales and the positive impact of foreign currency
translation.

Global Pet segment net sales of $140.3 million represent a 7%
increase in the quarter largely driven by robust growth from Tetra
branded products.  Global Pet segment profits were $21.2 million
versus $17.1 million reported last year.  Last year's profits
included a $2.6 million inventory allowance charge.

Corporate expenses were $25.9 million, or 4.3% of net sales, as
compared with $17.4 million, or 3% of net sales, in the prior year
period.  The biggest contributor to the increase was the
comparison to last year's fourth quarter compensation expense,
which was reduced by a reversal of annual incentive bonus
accruals.  Corporate expense was also affected by the continuing
expansion of the global operations support infrastructure in Asia.

Fourth quarter interest expense was $47 million versus
$39.5 million last year due to higher interest rates.  Total debt
at Sept. 30, 2006 was $2.277 billion.

                      Asset Impairment Charge

Statement of Financial Accounting Standards, "Goodwill and Other
Intangible Assets" requires companies to test goodwill and
indefinite-lived intangibles for impairment annually, or more
often if an event or circumstance indicates that an impairment
loss may have been incurred.  In accordance with SFAS 142,
Spectrum Brands, with the assistance of independent third party
valuation specialists, conducted its annual impairment testing of
goodwill and indefinite-lived intangible assets.  The results
using the discounted cash flow method were also tested for
reasonableness by comparison to the market capitalization of the
company.  As a result of these analyses the company recorded a
non-cash pretax impairment charge of approximately $433.0 million
($398.3 million, net of tax).  The impairments will not result in
any future cash expenditures.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Moody's Investors Service confirmed Spectrum Brands Inc.'s B3
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


SURGILIGHT INC: Posts $291,259 Net Loss in 2006 Third Quarter
-------------------------------------------------------------
SurgiLight Inc. reported a $291,259 net loss on $25,000 of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $546,442 net loss on $124,534 of revenues for the same period in
2005.

The increase in net loss is due to the decrease in operating
expenses from $625,671 in the third quarter ended Sept. 30, 2005,
to $261,769 in the third quarter ended Sept. 30, 2006.

At Sept. 30, 2006, the company's balance sheet showed $5 million
in total assets, $4.7 million in total liabilities, and $315,074
in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $733,127 in total current assets available
to pay $4.7 million in total current liabilities.

Full-text copies of the company's financial statements for the
third quarter ended Sept. 30, 2006 are available for free at
http://researcharchives.com/t/s?1684

                        Going Concern Doubt

Richard L. Brown & Company, P.A., in Tampa, Florida, raised
substantial doubt about SurgiLight's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's losses from operations and accumulated deficiency
at Dec. 31, 2005.

                          About SurgiLight

SurgiLight, Inc. sells ophthalmic lasers and related products and
services based on its own and licensed intellectual property,
primarily for use in refractive and presbyopia procedures.


TALLAGIUM CORP: Declares $1.2165 Dividend on Class B Shares
-----------------------------------------------------------
Tallagium Corporation's Board of Directors has declared a special
dividend of $1.2165 per share on its issued and outstanding Class
B Non-Voting Common Shares.

These Class 'B' Shares are payable as a $1.2165 per share payable
Dec. 18, 2006, to shareholders of record at close of business on
Dec. 11, 2006.  The shares will be paid if any holders of Class B
shares have agreed to waive their right to receive dividends, or
have converted or have given notice to convert all or part of
their Class B shares to Class A shares, then any dividends
otherwise payable on such Class B shares shall be allocated pro-
rata among the remaining holders of Class B shares and the holders
thereof who have not otherwise waived their right to receive
dividends.

Based in Calgary, Alberta, Tallagium Corporation (TSX Venture:TAA)
(TSX Venture:TAA.NV.B) operates in four key business segments:
document sales, financing and administrative services, interest
and commission fees.  The company, through various wholly owned
subsidiaries, sells fixed rate interest bonds, maintains and sells
an inventory of legal, business and other documents and forms, and
acts as an intermediary between third parties and various agents
in relation to funds raised on behalf of the company.

                         *     *     *

As indicated in its interim, consolidated financial statements for
the nine months ended Sept. 30, 2006, the company had $8,110,964
in total assets, $8,696,600 in total liabilities, and $585,636
stockholders' deficit.  The company related that it has a history
of working capital deficiencies and losses from operations, and is
still dependent on investment income and on proceeds from new
equity and debt financing.


TEEKAY SHIPPING: Subsidiary Registers 7 Million Common Units
------------------------------------------------------------
Teekay Shipping Corporation's wholly owned subsidiary, Teekay
Offshore Partners L.P., has filed a registration statement with
the Securities and Exchange Commission for an initial public
offering of 7,000,000 common units or 35% of its limited partner
interest.

The company disclosed that the offering will be increased to
8,050,000 common units if the underwriters exercise in full their
over-allotment option.  The common units have been approved for
listing on the New York Stock Exchange, subject to official notice
of issuance.

Citigroup Corporate and Investment Banking and Merrill Lynch & Co.
will act as joint book-running managers and as representatives of
the underwriters, which include Morgan Stanley, A.G. Edwards,
Deutsche Bank Securities, Raymond James, Simmons & Company
International, DnB NOR Markets and Fortis Securities.

A prospectus of the offering may be obtained from:

           Citigroup Corporate and Investment Banking
           Brooklyn Army Terminal
           140 58th Street, 8th Floor
           Brooklyn, NY 11220
           Attention: Prospectus Department
           Tel. No: (718) 765-6732
           Fax: (718) 765-6734

           Merrill Lynch & Co.
           4 World Financial Center
           Attention: Prospectus Department
           New York, NY 10080
           Tel. No: (212) 449-1000.

The company further disclosed that a registration statement
relating to the securities has been filed with the SEC but has not
yet become effective.  The securities may not be sold, nor may
offers to buy be accepted, prior to the time the registration
statement becomes effective.

                 About Teekay Offshore Partners

Teekay Offshore Partners L.P., a Marshall Islands partnership
recently formed by Teekay, will provide international marine
transportation and storage services to the offshore oil industry.
Immediately following the closing of the offering, Teekay Offshore
Partners will own a 26% interest in and control Teekay Offshore
Operating L.P., a Marshall Islands limited partnership that will
have a fleet of 36 shuttle tankers, four floating storage and
offtake units and nine conventional crude oil Aframax tankers.
Teekay Offshore Partners L.P. will also have rights to participate
in certain floating production, storage and offloading
opportunities involving Teekay Petrojarl ASA.

                   About Teekay Shipping Corp.

Headquartered in Nassau, Bahamas, Teekay Shipping Corporation
(NYSE: TK) is a Marshall Islands corporation that transports
seaborne oil and has expanded into the liquefied natural gas
shipping sector through its publicly-listed subsidiary, Teekay LNG
Partners L.P. (NYSE: TGP).  With a fleet of over 145 tankers,
offices in 17 countries and 5,100 seagoing and shore-based
employees, Teekay provides a comprehensive set of marine services
to oil and gas companies.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006
Moody's Investors Service placed all debt ratings of Teekay
Shipping Corporation under review for possible downgrade --
including its senior unsecured rating at Ba2.  The review was
prompted by Teekay's announcement that is has acquired more than
40% of Petrojarl ASA, and of its intent to make an offer for all
of the remaining Petrojarl shares.

Moody's changed the outlook to rating under review from stable.


THERMOVIEW INDUSTRIES: Chap. 7 Trustee Wants Middleton as Counsel
-----------------------------------------------------------------
Thomas W. Frentz, Esq., the chapter 7 trustee appointed in
ThermoView Industries Inc. and its debtor-affiliates' liquidation
proceeding, asks the U.S. Bankruptcy Court for the Western
District of Kentucky, for permission to employ Middleton
Reutlinger as his bankruptcy counsel, nunc pro tunc to
Nov. 13, 2006.

Middleton Reutlinger will:

     a) advise the Debtors in connection with corporate
        transactions;

     b) represent the Debtors in connection with litigation, if
        any, relating to preference recovery;

     c) appear before the Court, any district or appellate
        courts, any state courts, and the U.S. Trustee with
        respect to the matters referred to above;

     d) perform all necessary legal services and provide all
        necessary legal advice to the Debtors.

The firm's professionals billing rates are:

     Designation                       Hourly Rate
     -----------                       -----------
     Partners                          $215 - $310
     Associate                         $150 - $220
     Legal Assistant & Support Staff    $50 - $150

G. Kennedy Hall Jr., Esq., a member at the firm, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Hall can be reached at:

     G. Kennedy hall Jr.
     Middleton Reutlinger
     2500 Brown & Williamson Tower
     Louisville, KY 40202
     Tel: (502) 625-2818
     Fax: (502) 561-0442
     http://www.middreut.com/

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- designs, manufactures, markets
and installs replacement windows and doors for residential
homeowners.  The Company and its subsidiaries filed for chapter 11
protection on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123
through 05-37132).  

David M. Cantor, Esq., at Seiller Waterman LLC represents the
Debtors.  Cathy S. Pike, Esq., represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $3,043,764 in total assets and
$34,104,713 in total debts.

On Oct. 3, 2006, the Court converted the Debtor's chapter 11 case
to a chapter 7 liquidation proceeding.  Thomas Frentz, Esq., was
appointed as the Chapter 7 trustee.


TIG CAPITAL: Moody's Revises Outlook on Preferred Stock to Stable
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Fairfax
Financial Holdings Ltd.'s Ba3 senior debt rating and TIG Capital
Trust I's B2 preferred stock rating to stable from negative.

At the same time, Moody's affirmed each entity's ratings.

Moody's said the change in outlook reflects the improved liquidity
position at the holding company and within FFH's run-off
operations.  FFH's cash position at the holding company has
remained above Moody's expectations for the balance of 2006
because its run-off operations have drained less cash from it than
in prior years.

Moreover, the company's earlier decision to commute a large
adverse development contract freed up funds in the run-off
businesses and should prevent further cash drain at the holding
company for at least the next two years.

Finally, FFH recently disclosed the completion of a public
secondary offering of its majority-owned subsidiary, Odyssey Re
Holdings Corp., which will net the company an additional
$300 million in cash.  As a result, FFH will have over
$700 million in cash at the holding company level, well in excess
of the rating agency's $400 million expectation.

Moody's also noted that the improved liquidity conditions at FFH
help alleviate the concerns it highlighted in its earlier decision
to maintain the negative outlook on the company.

On July 31, 2006, Moody's cited concerns about the emergence of
material weaknesses in FFH's control environment, the potential
for further financial restatements, and the possibility of
enhanced regulatory scrutiny and/or fines as the basis for
maintaining a negative outlook on the company.

In Moody's view, these concerns, though still present in the
overall credit profile, no longer warrant a negative outlook. Most
importantly, the additional cash at the holding company gives FFH
additional cushion to absorb any negative consequences triggered
by the aforementioned issues.

In addition, the company has taken meaningful steps to remediate
its material weaknesses and has provided evidence that suggests
its recent financial restatements were largely due to flaws in a
now-replaced accounting system used prior to 2001.  

Finally, although the company remains under investigation by the
U.S. Securities and Exchange Commission, Moody's is growing more
comfortable that any adverse regulatory developments will be
manageable within FFH's current rating.

The decision to change the outlook on TIGCT to stable from
negative is based on improved operating performance at the TIG
Insurance Company, as well as FFH's improved liquidity position
discussed above.

The rating agency said that FFH's Ba3 rating is based on these
expectations:

   -- holding company cash remains at or above $400 million;

   -- pre-tax coverage of interest, hybrid fixed payments, and
      preferred share dividends remains above 1x;

   -- financial leverage continues to improve moderately with
      hybrid-adjusted debt to total capital staying below 45%;

   -- only moderate adverse reserve development after reinsurance
      with run-off operations operating at or near break-even;
      and'

   -- any internal or external investigations into finite
      transactions or other accounting issues do not result in
      further material negative impact on FFH's common equity.

Fairfax Financial Holdings, based in Toronto, Ontario, is a
financial services holding company with subsidiaries engaged in
property and liability insurance and reinsurance in Canada, the
United States, and internationally.

For 2006 year-to-date, Fairfax Financial reported total revenue of
$5.2 billion, net income of $68.4 million, and shareholders'
equity of $2.7 billion.

These ratings were affirmed with the outlook changed to stable
from negative:

   * Fairfax Financial Holdings Ltd.

      --- senior debt at Ba3;

   * TIG Capital Trust I

      -- backed preferred stock at B2.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


ULTIMATE VENTURES: Cameron Kuipers Barred From Trading Securities
-----------------------------------------------------------------
The British Columbia Securities Commission has ordered Cameron
Kuipers, president, director and sole owner of Ultimate Ventures
Inc. and Trivera Investments Inc., to pay $100,000 for violating
securities laws.  Mr. Kuipers has also been ordered out of the
securities market and barred from investor relations activities
for 16 years and cannot be a director or officer of any company.

In a settlement with the BCSC, Kuipers admitted that he and his
two companies distributed securities without registration or
prospectus exemptions under the Securities Act and illegally
raised about CDN$4.2 million from investors in British Columbia,
Ontario, Alberta, the United States, and other locations.

Between Nov. 27, 2001, and March 11, 2003, Ultimate Ventures and
Kuipers raised about CDN$2.7 million from 47 investors through the
illegal sale of Ultimate securities.  From April 12, 2002, to
March 3, 2003, Ultimate and Kuipers raised about $1.1 million from
20 U.S. investors.  Ultimate and Kuipers illegally exchanged
Ultimate securities with investors for life insurance policies and
other companies' securities.

Between Jan. 1, 2001, and March 17, 2003, Trivera and Kuipers
illegally raised about CDN$276,214 from 11 investors mostly from
British Columbia.

In the settlement, Kuipers admitted that he, Trivera and Ultimate
ignored cease-trade orders issued by the BCSC on Dec. 18 and 19,
2002 in issuing some of the Trivera and Ultimate securities.

Kuipers also admitted to violating securities laws by acting as an
advisor without registration.

Kuipers made misrepresentations about the investment in Ultimate
securities, including the use of investors' funds as did Ultimate
and Trivera.

As part of the settlement, the two companies have also been
ordered out of trading in the securities market for 16 years.

                 About B.C. Securities Commission

The British Columbia Securities Commission is the independent
provincial government agency responsible for regulating trading in
securities within the province.

                      About Ultimate Ventures

Ultimate Ventures Inc. and its affiliate, Trivera Investments Inc.
purchase life insurance policies from elderly and terminally ill
people for a percentage of their face values and to assume the
obligation to pay the premiums on them.  Profits were to flow from
the expectation that the policy sellers would die before the cost
of paying the premiums exceeded the discount at which the policies
had been purchased.

Neither of the companies has ever been registered or has filed a
prospectus under the Securities Act, Section 161 RSBC 1996,
c. 18.


UNITED AMERICAN: Sept. 30 Balance Sheet Upside-Down by $520,945
---------------------------------------------------------------
United American reported a $107,562 of net income on $6.5 million
of sales for the third quarter ended Sept. 30, 2006, compared with
a $293,367 net loss on $1.6 million of sales for the same period
in 2005.

The increase in net income is primarily due to sales generated by
the company's Voice over Internet Protocol gateway in Mali, Africa
which was established in May 2006.

At Sept. 30, 2006, the company's balance sheet showed
$1.49 million in total assets, $1.45 million in total liabilities,
and $555,180 in minority interest, resulting in a $520,945 total
stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $915,814 in total current assets available
to pay $1.5 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1685

                       Going Concern Doubt

As reported in the Troubled Company Report on May 19, 2006,
Michael Pollack CPA, in Cherry Hill, New Jersey, raised
substantial doubt about United American Corporation's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's operating losses and
capital deficits.

                      About United American

Headquartered in Las Vegas, Nevada, United American Corp. --
http://www.unitedamericancorp.com/-- is a next-generation,  
facilities-based, marketing and sales-oriented telecommunications
holding company.  It provides businesses and individuals with a
growing suite of innovative retail domestic and international
voice and data products and services using Voice Over Internet
Protocol. It also offers wholesale (carrier-to-carrier) solutions.


UTILITY CRAFT: Wants Plan-Filing Period Stretched to March 17
-------------------------------------------------------------
Utility Craft, Inc., asks the U.S. Bankruptcy Court for the Middle
District of North Carolina to extend its exclusive period to file
a Chapter 11 Plan of Reorganization and disclosure statement to
March 17, 2006.

The Debtor tells the Court that it has made substantial progress
in the liquidation of its assets and the satisfaction of claims on
these assets.  Among other things, the Debtor is currently
awaiting the completion of its going-out-of-business sale and the
resolution of prepetition customer orders.  By the end of this
year, the Debtor anticipates being able to determine whether
sufficient unencumbered assets exist to warrant moving forward
with a chapter 11 liquidating plan or whether a Chapter 7
conversion is more appropriate in its case.

The Court will convene a hearing at 9:30 a.m. on Jan. 16, 2007, to
consider the Debtor's request.  The hearing will be held at
Courtroom 3, Second Floor, 101 South Edgeworth Street in
Greensboro, North Carolina.

Headquartered in High Point, North Carolina, Utility Craft, Inc.,
dba Wood Armfield Furniture, specializes in manufacturing high
quality furniture and accessories.  The Company filed for chapter
11 protection on July 20, 2006 (Bankr. M.D. N.C. Case No. 06-
10816).  Christine L. Myatt, Esq., Benjamin A. Kahn, Esq., J.
David Yarbrough, Jr., Esq., at Nexsen Pruet Adams Kleemeier, PLLC,
represents the Debtor in its restructuring efforts.  Judy D.
Thompson, Esq., Deborah M. Tyson, Esq., Diane Furr, Esq., at
Poyner & Spruill, LLP, serves the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


UTILITY CRAFT: Court Terminates Access to HPB's Cash Collateral
---------------------------------------------------------------
The Honorable Catharine R. Carruthers of the U.S. Bankruptcy Court
for the Middle District of North Carolina in Greensboro
terminated, effective Oct. 28, 2006, Utility Craft, Inc.'s
authority to use cash collateral securing repayment of its debts
to High Point Bank and Trust Co.

Judge Carruthers notes that all outstanding principal interests
and charges owed by the Debtor have been paid.  Therefore, Judge
Carruthers explains that no further need exists for the Debtor's
continued use of the collateral.    

As of Aug. 31, 2006, the Debtor owed HPB approximately $1,839,369,  
plus interest, excluding  attorney's fees that the Bank may be
entitled to recover.  The Debtor has reserved $41,000 to pay HPB's
attorney's' fees when these fees are approved by the Court.

Headquartered in High Point, North Carolina, Utility Craft, Inc.,
dba Wood Armfield Furniture, specializes in manufacturing high
quality furniture and accessories.  The Company filed for chapter
11 protection on July 20, 2006 (Bankr. M.D. N.C. Case No. 06-
10816).  Christine L. Myatt, Esq., Benjamin A. Kahn, Esq., J.
David Yarbrough, Jr., Esq., at Nexsen Pruet Adams Kleemeier, PLLC,
represents the Debtor in its restructuring efforts.  Judy D.
Thompson, Esq., Deborah M. Tyson, Esq., Diane Furr, Esq., at
Poyner & Spruill, LLP, serves the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


VERIDICOM INT'L: Sept. 30 Balance Sheet Upside-Down by $5.6 Mil.
----------------------------------------------------------------
Verdicom International Inc. reported a $1.7 net loss on $971,351
of revenues for the third quarter ended Sept. 30, 2006, compared
with a $1.6 million net loss on $130,879 of revenues for the same
period in 2005.

Revenues in the third quarter of 2006 are mainly in respect of
VKI, a portable identity device with USB connectivity, on board
fingerprint sensor, flash memory, and security software; and a
$600,000 sale of a license to technology.  All other revenues for
the comparative periods are in respect of sales of capacitive
fingerprint sensors, computer peripherals and software related to
the use of fingerprint authentication technology.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$5 million in total assets, $10.5 million in total liabilities,
and $45,226 in non-controlling interest, resulting in a
$5.6 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.5 million in total current assets
available to pay $10.5 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1686

                        Going Concern Doubt

Manning Elliot LLP, in Vancouver, Canada, raised substantial doubt
about Veridicom International's ability to continue as a going
concern after auditing the company's amended financial statements
for the year ended Dec. 31, 2005.  The Firm pointed to the
company's recurring losses from operations and working capital
deficiency.

                   About Veridicom International

Headquartered in Vancouver, British Columbia, Veridicom
International, Inc. -- http://www.veridicom.com/--  designs,  
develops, manufactures, and sells capacitive fingerprint sensors,
computer peripherals, and software related to the use of its
fingerprint authentication technology.

The company has five subsidiaries: EssTec Inc., Veridicom Pakistan
(Private) Limited, Veridicom Inc., Cavio Corporation, and
Veridicom International (Canada) Inc.


WINDSWEPT ENVIRONMENTAL: Earns $14.1 Mil. in Fiscal 2007 1st Qtr.
-----------------------------------------------------------------
Windswept Environmental Group Inc. reported $14.1 million of net
income on $2.5 million of revenues for the three months ended
Sept. 30, 2006, compared with a $25 million net loss on
$5.2 million of revenues for the thirteen weeks ended Sept. 27,
2005.

The increase in net income is due to a mark-to-market gain on the
embedded derivatives in the amount of $15.7 million principally
driven by the decrease in the company's common stock price from
$0.45 to $0.15, as compared to a loss of $21 million during the
thirteen weeks ended Sept. 27, 2005.

Total revenues decreased primarily attributable to a decrease of
$1.2 million in asbestos, lead and mold work, a decrease of
$943,419 in emergency, disaster response and remediation work and
a decrease of $589,234 in insurance work.  These decreases were
partially offset by a $578,119 increase in emergency spills and
soil environmental remediation, and a $101,398 increase in
training and air monitoring work.

At Sept. 30, 2006, the company's balance sheet showed
$14.8 million in total assets, $9.6 million in total liabilities,
$1.3 million in series A redeemable convertible preferred stock,
and $3.9 million in total stockholders equity.

Full-text copies of the company's consolidated financial
statements for the fiscal quarter ended Sept. 30, 2006, are
available for free at http://researcharchives.com/t/s?1687

                        Going Concern Doubt

Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about Windswept Environmental Group Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
June 28, 2005.  The auditor pointed to the company's recurring
losses from operations, difficulty in generating sufficient cash
flow, and working capital and stockholders' deficiencies.

                About Windswept Environmental Group

Based in Bay Shore, New York, Windswept Environmental Group Inc.,
through its wholly owned subsidiary, Trade-Winds Environmental
Restoration, Inc. -- http://www.tradewindsenvironmental.com/--   
provides a full array of emergency response, remediation, disaster
restoration and commercial drying services to a broad range of
clients.  The company specializes in hazardous materials
remediation, microbial remediation, testing, toxicology, training,
wetlands restoration, wildlife and natural resources
rehabilitation, asbestos and lead abatement, technical advisory
services, restoration and site renovation services.


WINN-DIXIE: Post-Emergence Administrative Bar Date is January 5
---------------------------------------------------------------
In accordance with the Reorganized Winn-Dixie Stores Inc. and its
debtor-affiliates' Chapter 11 Plan, all parties-in-interest must
file no later than Jan. 5, 2007, all requests for payment of an
administrative claim or any claim arising against the Reorganized
Debtors between Feb. 21, 2005, and Nov. 21, 2006.  

All administrative claim payment requests must be made by
application filed with the Court and served on the Reorganized
Debtors' counsel and the Post-Effective Date Committee.  If the
Reorganized Debtors object to an application, the Court will
determine the allowed amount of the administrative claim.

An administrative claim or any claim arising against the
Reorganized Debtors between Feb. 21, 2005, and Nov. 21, 2006, that
is not asserted in an application filed and served by Jan. 5,
2007, will be forever barred and deemed waived and relinquished in
full.  The Reorganized Debtors will have no obligation to pay the
claim, D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, says.

Mr. Baker notes that no application is required with respect to:

   (a) undisputed postpetition obligation which was paid or is
       payable by a Reorganized Debtor in the ordinary course of
       business.  In no event will a postpetition obligation that
       is contingent or disputed, and subject to liquidation
       through pending or prospective litigation, be considered
       to be an obligation payable in the ordinary course of
       business; and

   (b) cure owing under an executory contract or unexpired lease
       if the cure amount is fixed or proposed to be fixed by a
       Court order, pursuant to the Reorganized Debtors' request
       to assume and fix the cure amount and a timely objection
       asserting an increased cure amount filed by the non-Debtor
       party to the subject contract or lease.

In addition, all final requests for payment of professional fee
claims, pursuant to Sections 327, 328, 330, 331, 503(b), or 1103
of the Bankruptcy Code, must be made no later than Jan. 22, 2007,
unless otherwise ordered by the Court.

All professional fee payment requests must be made by application
filed with the Court and served on the Reorganized Debtors, their
counsel, counsel to the Official Committee of Unsecured Creditors
or the Post-Effective Date Committee, the fee examiner, and other
necessary parties-in-interest.

No hearing will be held on an application for a professional fee
claim until the fee examiner has completed and filed a report
with respect to the claim.  

Objections to professional fee claim applications must be filed
and served on the Reorganized Debtors, their counsel, and the
requesting professional or other entity on or before the date
that is 30 days after the later of:

   (i) the date on which the applicable application was served;
       or

  (ii) the date on which the fee examiner's report with respect
       to the applicable professional fee claim was filed.

                    Stock Transfer Restrictions

Pursuant to its Amended and Restated Articles of Incorporation,
which became effective on Nov. 21, 2006, Winn Dixie Stores Inc.
said that it has 54.5 million outstanding shares of common
stock.  This is the total number of shares of common stock that
shareholders should take into account in determining their
percentage stock ownership of the company.

The company's Amended and Restated Articles of Incorporation
provide that, in certain circumstances, transfers of the Winn-
Dixie common stock by certain stockholders will be subject to
advance notice requirements and possible restriction or
prohibition.

In this regard, the company notes that, to the best of its
knowledge, there is no person who would become a 5% shareholder
of the company based on the distributions to which a person was
entitled as of November 21, 2006, pursuant to the company's
Chapter 11 plan.

Winn-Dixie expects to further announce the number of the
outstanding shares of its common stock shortly following the
beginning of calendar years 2007 and 2008.

           Termination of Credit Facility and Indenture

As of Nov. 21, 2006, the $800,000,000 DIP Credit Facility
dated as of Feb. 23, 2005, was terminated.

The company's 8.875% senior notes due 2008 in the aggregate
principal amount of $300,000,000, guaranteed by certain of the
company's subsidiaries, were extinguished, cancelled and are of
no further force or effect, except to continue in effect solely
for the purposes of allowing the holders to receive distributions
provided under the Plan and related matters.

Similarly, the Indenture dated as of Dec. 26, 2000, between
Winn-Dixie, as issuer; certain subsidiaries of the company, as
guarantors; and Wilmington Trust Company, as trustee, was
terminated.

The Indenture is of no further force or effect, except to carry
out certain limited purposes under the Plan in connection with
distributions to the holders of notes issued under the Indenture,
payment of the trustee's fees, and with respect to the trustee's
rights to indemnification under the Indenture.

       Committee Memberships of the New Board of Directors

Effective November 21, 2006, John E. Anderson, T. Wayne Davis,
Edward W. Mehrer, Jr., Julia B. North, Carleton T. Rider, H. Jay
Skelton, Charles P. Stephens and Ronald Townsend were deemed to
have resigned from Winn-Dixie's board of directors as provided in
the Plan.

Effective the same date, Evelyn V. Follit, Charles P. Garcia,
Jeffrey C. Girard, Yvonne R. Jackson, Gregory P. Josefowicz,
Terry Peets, and Richard E. Rivera began serving on Reorganized
Winn-Dixie's new board.  Peter L. Lynch, Winn-Dixie's president
and chief executive officer, remains on the board and serves as
the chairman.  There is currently one vacancy on the board.

The new members of the board's committees are:

     Committees                  Members
     ----------                  -------
     Audit                       Ms. Follit
                                 Mr. Girard
                                 Mr. Josefowicz

     Compensation                Ms. Jackson
                                 Mr. Peets
                                 Mr. Rivera

     Nominating &                Mr. Garcia
      Governance                 Mr. Peets

In separate Form 3 filings with the Securities and Exchange
Commission dated Nov. 28 and Nov. 30, 2006, the new board
members disclose that they do not beneficially own any shares of
Winn-Dixie's common stock.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


XACT AID: Earns $168,842 in First Fiscal Quarter Ended Sept. 30
---------------------------------------------------------------
Xact Aid Inc. reported $168,842 of net income on $14.7 million of
sales for the first fiscal quarter ended Sept. 30, 2006, compared
with $76,229 of net income on $9.1 million of sales for the same
period in 2005.

The increase in net income is primarily due to the increase in
sales which is attributable to the $5.3 million increase
contributed by the new and used vehicles trading segment, partly
offset by increased costs of sales and operating expenses.

At Sept. 30, 2006, the company's balance sheet showed
$21.5 million in total assets, $16.1 million in total liabilities,
$2.8 million in minority interests, and $2.7 million in total
stockholders' equity.  Additionally, accumulated deficit at
Sept. 30, 2006, stood at $4.9 million.

Full-text copies of the company's first fiscal quarter financials
are available for free at http://researcharchives.com/t/s?168c

                        Going Concern Doubt

Chang G. Park, CPA, in San Diego, California, raised substantial
doubt about Xact Aid Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2006.  The auditor pointed to the
company's net losses since inception of $3,371,998.  

                          About Xact Aid

Through its subsidiary, Technorient Limited, a Hongkong
corporation, Xact Aid Inc. offers a diversified range of
automotive products and services including sales of new and used
vehicles, vehicle maintenance and repair services, and sales of
vehicle parts.


* Turnaround Expert Solsvig Joins AlixPartners' New York Office
---------------------------------------------------------------
AlixPartners reported the addition of Curtis Solsvig to its New
York office.

Solsvig's experience includes strategy development and assessment,
acquisitions and acquisition integration, and exiting non-core or
strategically unattractive businesses.  He also has deep expertise
in operational and system upgrades and efficiency improvement,
expense reduction, cash and working capital management, and
recruiting and development of management teams.  His industry
knowledge spans an impressive and lengthy list, including
automotive, electronics, steel, construction products, health
care, and specialty retail to name a few.

His most recent major engagement was as CEO of CornerStone Propane
LP, the fifth largest retail propane distributor in the U.S.

AlixPartners LLP -- http://www.alixpartners.com/-- is a  
performance improvement, corporate turnaround and financial
advisory services firm.  The AlixPartners' "one-stop-shop" suite
of services range from financial restructuring and operational
performance improvement across all major corporate disciplines
(manufacturing, supply chain, IT, sales & marketing, working
capital, etc.), to financial advisory services (including
financial reporting, corporate governance and investigations) to
technology-enabled restructuring and claims management.  The firm
has more than 500 employees, with offices in Chicago, Dallas,
Detroit, Dusseldorf, London, Los Angeles, Milan, Munich, New York,
Paris, San Francisco and Tokyo.


* BOOK REVIEW: A Treatise on the Right of Property in Tide Waters
-----------------------------------------------------------------
Author:     Joseph K. Angell
Publisher:  Beard Books
Paperback:  440 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798105X/internetbankrupt

Joseph Angell's A Treatise on the Right of Property in Tide Waters
has been widely received as a leading authority on this topic both
in the United States and in England.

This was the first detailed work published in the United States
concerning principles, which relate to the right of property in
tide waters, i.e., those waters in which there is an ebbing and
flowing of the tide.

There is a broad scope of topics covering such areas as the
development of common law doctrines, the right of fishery,
delimitation, the right to seaweed, rights acquired by
prescription and custom, statutes and usage, adjoining owner
rights, and wrecked property thrown on the shore.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***